Riverstone Credit
Opportunities Income Plc
At a General Meeting held on 22 May 2024, Riverstone Credit Opportunities
Income Plc (“RCOI” or the “Company”) adopted a revised Investment Objective
inorder to facilitate a managed wind-down of the Company.
The Company aims to realise the Company's assets on a timely basis with the
aimof making progressive returns of cash to holders of Ordinary Shares as
soonas practicable.
Company number: 11874946
ANNUAL REPORT AND
FINANCIALSTATEMENTS
For the year ended 31December 2024
2024
INTRODUCTION
1
KEY FINANCIALS AND HIGHLIGHTS
3
CHAIRMAN’S STATEMENT
4
STRATEGIC REPORT
6
INVESTMENT MANAGER’S REPORT
16
BOARD OF DIRECTORS
20
REPORT OF THE DIRECTORS
22
DIRECTORS’ REMUNERATION REPORT
25
DIRECTORS’ RESPONSIBILITIES STATEMENT
28
CORPORATE GOVERNANCE REPORT
29
AUDIT AND RISK COMMITTEE REPORT
37
INDEPENDENT AUDITOR’S REPORT
41
FINANCIAL STATEMENTS
49
NOTES TO THE FINANCIAL STATEMENTS
53
GLOSSARY OF CAPITALISED DEFINED TERMS
74
DIRECTORS AND GENERAL INFORMATION
76
SWISS SUPPLEMENT
77
CAUTIONARY STATEMENT
78
CONTENTS
All capitalised terms are defined in the list of defined terms on page 74 to 75 unless separately defined.
All capitalised terms are defined in the list of defined terms on page 74 to 75 unless separately defined.
RIVERSTONE CREDIT
OPPORTUNITIES INCOME PLC
Riverstone Credit Opportunities Income Plc is an externally managed closed-ended
investment company listed on the Main Market of the London Stock Exchange.
The Company’s Ordinary Shares were admitted to the Specialist Fund Segment of the London Stock
Exchange plc’s Main Market and incorporated and registered on 11March 2019 in England and Wales
with an unlimited life.
At the Annual General Meeting (“AGM”) held on 22 May 2024, Riverstone Credit Opportunities Income Plc
adopted the Wind-Down Investment Policy (the “Wind-down Investment Policy”) and entered into a
managed wind-down.
The Company’s investment objective and investment policy is now to realise the Company's assets on
atimely basis with the aim of making progressive returns of cash to holders of Ordinary Shares as soon
aspracticable.
INVESTMENT MANAGER
The Company’s Investment Manager is Riverstone Investment Group LLC, which is controlled by
affiliates of Riverstone Holdings LLC (“Riverstone”).
On 31December 2023, Riverstone entered into a sub-management agreement with Breakwall Capital LP
(“Breakwall” or “Sub-Manager”) for all the credit vehicles managed by Riverstone.
Riverstone was founded in 2000 and is currently one of the world’s largest and most experienced
investment firms focused on energy, power, infrastructure and decarbonisation. The Firm has raised
approximately $45 billion of capital and committed approximately $45 billion to 200+ investments
in North America, South America, Europe, Africa, Asia and Australia. Headquartered in New York,
Riverstone has built a global platform with additional offices located in Menlo Park, Houston, London,
Amsterdam and Mexico City.
The registered office of the Company is 5th Floor, 20 Fenchurch Street, London, England, EC3M 3BY.
1
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024 Riverstone Credit Opportunities Income Plc
All capitalised terms are defined in the list of defined terms on page 74 to 75 unless separately defined.
Following the outcome of the vote held at the AGM on 22 May 2024, the Company
adopted a revised investment objective and investment policy in order to facilitate
a managed wind-down of the Company. The revised Investment Policy is now
“to realise the Company's assets on a timely basis with the aim of making
progressive returns of cash to holders of Ordinary Shares as soon as practicable”
(the “Wind-down Investment Policy”).
INVESTMENT OBJECTIVE
AND POLICY
The Investment Manager is actively seeking exit opportunities to realise the loans comprising the
Company's portfolio and returning the resulting proceeds to Shareholders. The Investment Manager
maydispose of loans in the secondary market.
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024 Riverstone Credit Opportunities Income Plc
2
All capitalised terms are defined in the list of defined terms on page 74 to 75 unless separately defined.
NAV PER SHARE
as at 31December 2024
$0.92
(as at 31December 2023: $1.06)
Following the outcome of the vote of the managed wind-down, the Company had 90,805,237 Ordinary shares in issue. In September
2024, by way of a Compulsory Redemption, the Company redeemed 22,648,201 of the Ordinary shares equal to $1.017 per share,
representing approximately 25 per cent. of the Ordinary shares.
DISTRIBUTION PER SHARE
with respect to the year ended
31December 2024
4.72 cents
(with respect to the year ended
31December 2023: 8.50cents)
INVESTMENTS
in the year ended 31December 2024
2
There were 2 full realisations
executed in the year ended
31December 2024. The realisation
during the year related to Epic
Propane and Blackbuck resources.
HIGHLIGHTS
KEY FINANCIALS
NAV PER SHARE
as at 31December 2024
$0.92
(as at 31December 2023: $1.06)
SHARE PRICE
at 31December 2024
$0.76
(at 31December 2023: $0.87)
DISTRIBUTION PER SHARE
with respect to the year ended
31December2024
4.72 cents
(with respect to the year ended
31December2023: 8.50cents)
NAV
as at 31December 2024
$62.55m
(as at 31December 2023: $96.02m)
MARKET
CAPITALISATION
as at 31December 2024
$51.80m
(as at 31December 2023: $78.77m)
TOTAL COMPREHENSIVE
(LOSS)/INCOME
for year ended 31December 2024
($4.74)m
(as at 31December 2023: $5.72m)
3
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024 Riverstone Credit Opportunities Income Plc
All capitalised terms are defined in the list of defined terms on page 74 to 75 unless separately defined.
CHAIRMAN’S STATEMENT
OVERVIEW
During the period, we are pleased that the Company completed a major milestone towards this objective.
At close ofbusiness on 9 September 2024 (the “Redemption Date”), the Company redeemed (on a
pro rata basis) 22,648,201 Ordinary Shares at a redemption price of US$1.017 per Ordinary Share.
TheOrdinary Shares redeemed were equal toapproximately 25per cent. of the Company's Ordinary
Shares in issue as at the Redemption Date.
Following this initial redemption, the Company has 68,157,036 Ordinary Shares in issue. Accordingly,
the total number of voting rights in the Company is 68,157,036, which may be used by shareholders as the
denominator for the calculations by which they will determine if they are required to notify their interest in,
or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.
Operationally, we continue to be pleased with the financial performance of the Company’s portfolio
as well as the beneficial impact its loans are having on the journey towards greater environmental
sustainability in global energy infrastructure. During 2024, apart from the unrealised markdown of the
position in Harland & Wolff, the Company’s performance remained stable from 2023, posting consistent
earnings for the period. After the period end, the Investment Manager has successfully delivered a sale
to realise a substantial proportion of the value of the Harland & Wolff position and the portfolio remains
well positioned in the current environment. The Company has delivered a NAV total return of 32.5% to
investors since inception in May 2019 and 38.1 cents of income.
On behalf of the Board, I would like to thank our shareholders for their ongoing
support. On 22May 2024, following shareholder approval at the Company’s
Annual General Meeting, the Company adopted the Wind-Down Investment Policy
and entered managed wind-down. We are very proud of the portfolio of loans
built bytheInvestment Manager to help support the energy transition and we are
committed to maximising shareholder value through the managed wind-down process.
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024 Riverstone Credit Opportunities Income Plc
4
All capitalised terms are defined in the list of defined terms on page 74 to 75 unless separately defined.
The Company will continue to focus on the realisation of the
Company’s assets and return of capital to our shareholders.
KEY PORTFOLIO DEVELOPMENTS
As at 31 December 2024, RCOI’s NAV per share is $0.92
(31December 2023: $1.06). The NAV per share decline over
the year was principally attributable to the events surrounding
the Company’s investment in Harland & Wolff described
in full below and substantially resolved after the period end
following the successful sale of the business.
There were two successful realisations during 2024,
EpicPropane and Blackbuck Resources.
• Epic Propane was fully realised in April 2024 with a
16.9per cent gross IRR and a 12.8per cent netIRR
and1.24x gross MOIC and 1.18x net MOIC respectively.
• Blackbuck Resources was fully realised in September 2024
with a 17.3per cent gross IRR and a 13.2per cent net
IRR and 1.46x gross MOIC and a 1.33x net MOIC.
These realisations further strengthen our compelling track
record of delivering attractive IRRs for our shareholder.
PERFORMANCE
The Company reported a loss of $4.7million for the period
ending 31 December 2024, resulting from income received
from the investment portfolio and changes in the portfolio
valuation. The Company’s Net Asset Value (“NAV”) ended
the period at $0.92 per share. The Company’s reported loss
over the year was principally attributable to the $8.3million
reduction in value for Harland & Wolff. The Company is
paying distributions of 4.7 cents per share to investors in 2024.
The current unrealised portfolio remains attractive, marked
at an average 1.13x Gross MOIC and 1.02x Net MOIC.
Characteristics of RCOI’s investment strategy, particularly
thefocus on a conservative LTV, diversified sub-sectors
and end-user base, as well as structured incentives for early
repayment, have helped mitigate negative portfolio impact
from the broader market fluctuations.
RCOI has executed 25 direct investments and participated in
two secondary investments since inception and cumulatively
invested $253million of capital since the IPO in May 2019.
The Company has now realised a total of 20 investments,
delivering an average gross IRR of 14.0per cent and net
IRRof 7.9percent.
OUTLOOK
The Company has adopted a Wind-Down Investment
Policy and the Investment Manager is actively seeking
exit opportunities to realise the loans comprising the
Company’s portfolio and returning the resulting proceeds
toShareholders.The Investment Manager may dispose of
loansin the secondarymarket where it considers this to be
inthe best interests of the Company.
The precise mechanism for the return of cash to holders of
Ordinary Shares in a managed wind-down is at the Board’s
discretion but may include (subject to compliance with
all applicable legal requirements) a combination of capital
distributions, tender offers, mandatory share redemptions
andshare repurchases. The return of proceeds to shareholders
may require further Shareholder approvals, depending on the
methods proposed.
Although the NAV per share performance over the period
is disappointing, we are pleased to note the successful sale of
Harland & Wolff after the end of the period under review
and the two successful realisations during the course of 2024.
Weare also pleased that in August the Company carried
out itsfirst return of capital equating to circa, 25% of the
total issued share capital, a strong start to delivering on
our Managed Wind Down objectives. We look forward to
providing furtherupdates on the progress of the Company’s
managed wind-down in due course.
REUBEN JEFFERY, III
Chairman
25February 2025
5
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024 Riverstone Credit Opportunities Income Plc
All capitalised terms are defined in the list of defined terms on page 74 to 75 unless separately defined.
STRATEGIC REPORT
The Directors present their Strategic Report for the year ended 31December 2024.
Details of the Directors who held office during the year and as at the date of this
report are given on pages 20 to 21.
INVESTMENT OBJECTIVE AND POLICY
Following the outcome of the vote held at the AGM on 22 May 2024, the Company adopted a revised
investment objective and investment policy in order to facilitate a managed wind-down of the Company.
The revised investment policy is now “to realise the Company's assets on a timely basis with the aim of
making progressive returns of cash to holders of Ordinary Shares as soon as practicable”.
The Investment Manager is actively seeking exit opportunities to realise the loans comprising the
Company's portfolio and returning the resulting proceeds to Shareholders. The Investment Manager
maydispose of loans in the secondary market, including through sales to other funds, vehicles or
managedaccounts.
The precise mechanism for the return of cash to holders of Ordinary Shares in the managed wind-down is
at the discretion of the Board, but includes a combination of capital distributions, tender offers, mandatory
share redemptions and share repurchases. The return of proceeds to Shareholders may require further
Shareholder approvals, depending on the methods used.
The Company will continue to carry on its investment business with a view to spreading risk during the
managed wind-down.
Prior to the 2024 AGM, the Company’s investment objective was to lend to companies working to drive
change and deliver solutions across the energy sector, spanning renewable as well as conventional sources,
with a primary focus on infrastructure assets, by building a portfolio that generated as well as driving an
attractive and consistent risk adjusted return for investors, as well as drive a positive action with regard to
climate change by structuring loans as Green Loans or Sustainability-Linked Loans.
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024 Riverstone Credit Opportunities Income Plc
6
All capitalised terms are defined in the list of defined terms on page 74 to 75 unless separately defined.
GROSS COMMITTED CAPITAL
31December 2024
67.8%
(as at 31December 2023: 82%)
DISTRIBUTION POLICY
Subject to market conditions, applicable law and the Company’s performance, financial position and
financial outlook, it is the Directors’ intention to declare distributions to Shareholders on a quarterly basis
following publication of the NAV per Ordinary Share calculated as of the final day of the relevant quarter.
The Company intends to declare distributions with respect to 100 percent of its net income (as calculated
for UK tax purposes). The Board determines the percentage of net income to distribute, ensuring that
it would be in the longer-term interests of the Company to do so (for instance, in the event of any
permanent loss of capital by the Company). In any calendar year the Company may retain up to 15 percent
of its net income (as calculated for UK tax purposes), in accordance with Section 1158 of the Corporation
Tax Act 2010.
As part of the new Wind-Down Investment Policy, proceeds from repayment or realisation of any
investments would not be reinvested and instead will be returned to ordinary shareholders. The precise
mechanism to return of cash to shareholders in the managed wind-down will be at the discretion of the
Board but may include a combination of capital distributions, tender offers, compulsory share redemptions
and share buybacks.
The declaration of any distribution will be subject to payment of the Company’s expenses and any
legal or regulatory restrictions at the relevant time. The Company may elect to designate as an ‘interest
distribution’ all or part of any amount it distributes to Shareholders as distributions.
As disclosed in note 14 to the financial statements, on 26 February 2025 the Board approved a
distribution of 0.72 cents per share bringing the total distribution declared with respect to the year
to31 December2024 to 4.72 cents per share. The record date for the distribution is 7 March 2025
andthepayment date is 28 March 2025.
NAV PER SHARE
as at 31December 2024
$0.92
(as at 31December 2023: $1.06)
Following the outcome of the vote of the managed wind-down, the Company had
90,805,237 Ordinary shares in issue. In September 2024, by way of a Compulsory
Redemption, the Company redeemed 22,648,201 of the Ordinary shares equal to
$1.017 per share, representing approximately 25 per cent. of the Ordinary shares.
DISTRIBUTION PER SHARE
with respect to the year ended
31December 2024
4.72 cents
(with respect to the year ended
31December 2023: 8.50cents)
INVESTMENTS
in the year ended 31December 2024
2
There were 2 full realisations
executed in the year ended
31December 2024. The realisation
during the year related to Epic
Propane and Blackbuck resources.
7
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024 Riverstone Credit Opportunities Income Plc
All capitalised terms are defined in the list of defined terms on page 74 to 75 unless separately defined.
STRATEGIC REPORT CONTINUED
STRUCTURE
Prior to adopting the Wind-Down Investment Policy, the Company made its investments through
its SPVs. Riverstone International Credit Corp. (‘US Corp’) is a corporation established in the State
of Delaware and is a wholly-owned subsidiary of the Company. US Corp, in turn, invested through
Riverstone International Credit – Direct L.P. (“RIC D”), a limited partnership established in the
StateofDelaware in which US Corp is the sole limited partner. Investments were also made through
Riverstone International Credit L.P, a wholly-owned subsidiary and limited partnership, established
intheState of Delaware in which the Company is the sole limited partner. The general partner of each
of the limited partnerships is a member of Riverstone’s group.
The Company has contributed or lent substantially all of its Net Issue Proceeds (net of short-term
working capital requirements) to its SPVs which, in turn, made investments in accordance with the
Company’s former investment policy. The Investment Manager and Sub-Manager draw on the resources
and expertise of the wider Riverstone and Breakwall groups.
REVIEW OF BUSINESS AND FUTURE OUTLOOK
Details of the underlying portfolio and a review of the business in the year, together with future outlook
are covered in the Investment Manager’s Report on pages 16 to 19.
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024 Riverstone Credit Opportunities Income Plc
8
All capitalised terms are defined in the list of defined terms on page 74 to 75 unless separately defined.
KEY PERFORMANCE INDICATORS
The Board believes that the key metrics detailed on page 3, will provide Shareholders with sufficient
information to assess how effectively the Company is meeting its objectives.
ONGOING CHARGES
Ongoing charges are an alternative performance measure and the ongoing charges ratio of the Company
is 2.35 percent, calculated as total expenses divided by the weighted average NAV for the year to
31December 2024. The weighted average NAV used in this calculation is the mean of the published
quarterly NAVs for the year, at 31 December 2024 this was $78.6m (2023: $96.9m). Ongoing charges are
made up as follows and have been calculated using the AIC recommended methodology.
31DECEMBER 2024 31DECEMBER 2023
$’000 % $’000 %
Profit Share – – 873 0.90
Directors’ fees and expenses 156 0.20 160 0.16
Ongoing expenses 1,689 2.15 1,172 1.21
Total 1,845 2.35 2,205 2.27
The Investment Manager is entitled to a Profit Share when it meets relevant performance targets as
disclosed in note 12 to the financial statements.
9
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024 Riverstone Credit Opportunities Income Plc
All capitalised terms are defined in the list of defined terms on page 74 to 75 unless separately defined.
STRATEGIC REPORT CONTINUED
BOARD DIVERSITY
The RCOI Board strongly believes that having diversity
inskills, experience and gender has significant benefits.
TheBoard consists of individuals from relevant and
complementary backgrounds offering experience in the
investment management of listed funds, as well as in the energy
sector from both a public policy and a commercial perspective.
Asat the date of this report, the Board comprised 2 men and
1woman, all non-executive Directors who are considered to
be independent of the Investment Manager and free from any
business or other relationship that could materially interfere
with the exercise of their independent judgement. Currently,
the Audit and Risk Committee Chairman position is held by
a woman representing 33 percent of Directors on the Board.
The Board is cognisant that the percentage of women on
the Board is below the 40% target in the FCA diversity
guidelines and it also does not currently have ethnic minority
representation. The size of the Board is relatively small in
comparison to the wider FTSE350 indices.
The Board recognises the importance of an inclusive and
diverse Board in facilitating a collaborative culture and
enhancing the delivery of the Company’s strategic objectives.
In accordance with Listing Rule 9.8.6R(10), as at the date
of this report, and as described above the composition of the
Board is as follows:
NUMBER OF
BOARD MEMBERS
IN SCOPE
PERCENTAGE OF
THE BOARD
NUMBER OF
SENIOR POSITIONS
ON THE BOARD
(CEO, CFO,
SID AND CHAIR)
1
NUMBER IN
EXECUTIVE
MANAGEMENT
PERCENTAGE
OF EXECUTIVE
MANAGEMENT
Men 2 67% 1 – –
Women 1 33% 1 – –
Not specified/prefer notto say – – – – –
NUMBER OF
BOARD MEMBERS
IN SCOPE
PERCENTAGE OF
THE BOARD
NUMBER OF
SENIOR POSITIONS
ON THE BOARD
(CEO, CFO,
SID AND CHAIR)
1
NUMBER IN
EXECUTIVE
MANAGEMENT
PERCENTAGE
OF EXECUTIVE
MANAGEMENT
White British or other White (including minority-white groups) 3 100% 2 – –
Mixed/Multiple Ethnic Groups – – – – –
Asian/Asian British – – – – –
Black/African/Caribbean/Black British – – – – –
Other ethnic group – – – – –
Not specified/prefer notto say – – – – –
1. The positions of CEO and CFO are not applicable to the Company as an externally managed investment fund. Senior Board positions
willcontinuetobereviewed.
The above information is based on voluntary self-declaration from the Directors.
The Company’s policy on diversity is further detailed in the Corporate Governance Report on pages 30 to 31.
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024 Riverstone Credit Opportunities Income Plc
10
All capitalised terms are defined in the list of defined terms on page 74 to 75 unless separately defined.
EMPLOYEES AND OFFICERS OF THE COMPANY
The Company does not have any employees and therefore
employee policies are not required. The Directors of the
Company are detailed on pages 20 to 21.
PRINCIPAL, EMERGING RISKS
ANDUNCERTAINTIES
Under the FCA’s Disclosure Guidance and Transparency
Rules, the Directors are required to identify those material
risks to which the Company is exposed and take appropriate
steps to mitigate those risks. Risks relating to the Company
are disclosed in the Company’s prospectus which is available
on the Company’s website https://www.riverstonecoi.com.
The Company’s assets consist of investments, through SPVs,
within the global energy industry, with a particular focus
on opportunities in the global E&P and midstream energy
sub-sectors. Its principal risks are therefore related to market
conditions in the energy sector in general, but also the
particular circumstances of the businesses in which it is invested.
The Investment Manager seeks to mitigate these risks through
active asset management initiatives.
The Board thoroughly considers the process for identifying,
evaluating and managing any significant and emerging risks
faced by the Company on an ongoing basis and has performed
a robust assessment of those risks, which are reported and
discussed at Board meetings. The Board ensures that effective
controls are in place to mitigate these risks and that a
satisfactory compliance regime exists to ensure all applicable
local and international laws and regulations are upheld.
Duringthe year the Audit and Risk Committee has reviewed
and made minor updates to the Company’s principal risks,
which are outlined below.
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 key areas of risk faced by the Company and mitigating
factors are summarised below:
1. The Ordinary Shares may trade at a discount to NAV
perShare for reasons including but not limited to
market conditions, liquidity concerns and actual or
expected Company performance. In its efforts to
mitigate this risk, the Investment Manager closely
monitors and identifies the reasons for significant
fluctuations, and considers the Company’s share
repurchase program when applicable and in the interests
of Shareholders. As such, there can beno guarantee that
attempts to mitigate such discount will be successful or
that the use of discount control mechanisms will be
possible, advisable or adopted by theCompany.
2. Investment decisions of the Investment Manager will
depend upon the ability of its employees and agents
togather relevant information. The Company would
carry on its investment business during the managed
wind-down.
3. The Company’s Investment objective and Wind-Down
Investment Policy is to “realise the Company’s assets
onatimely basis with the aim of making progressive
returns of cash to holders of Ordinary shares as soon
aspracticable.” The Investment Manager will
managecurrent investments in accordance with
theInvestmentPolicy, market conditions and the
economicenvironment. To mitigate the risk of
realisinginvestments not indicative of the fair value,
theCompany’s Investment Policy and investment
restrictions enable the Company to realise the loans
comprising the Company’s portfolio by holding them
until they come toterm and returning the resulting
proceeds to Shareholders, with the precise mechanism
for the return of cash to holders of Ordinary Shares in
the managed wind-down at the discretion of the Board.
11
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024 Riverstone Credit Opportunities Income Plc
All capitalised terms are defined in the list of defined terms on page 74 to 75 unless separately defined.
STRATEGIC REPORT CONTINUED
4. Environmental exposures and existing and proposed
environmental legislation and regulation may adversely
affect the operations of Borrowers. Delay or failure to
satisfy any regulatory conditions or other applicable
requirements could hinder the operations of certain
Borrowers. To mitigate this risk, the Investment
Manager has usual and customary inspection rights and
affirmative covenants regarding environmental matters
contained in credit agreement documentation.
5. The valuations used to calculate the NAV on a quarterly
basis will be based on the Investment Manager's
unaudited estimated fair market values of the Company's
investments and may be based on estimates which could
be inaccurate. To mitigate this risk, the Investment
Manager has an extensive valuation policy and also has
engaged the independent valuation services of Houlihan
Lokey on a quarterly basis.
6. In today's global technological environment, the
Company, its investments and its engaged service
providers are subject to risks associated with cyber
security. Theeffective operation of the Investment
Manager and the businesses of Borrowers are likely to
behighly dependent on the availability and operation
ofcomplex information and technological systems.
Tomitigate this risk, the Audit and Risk Committee
Chairman monitors cyber security risk and best
practices. Cyber security due diligence and ongoing
monitoring is performed on each potential and
currentborrower.
7. The Company may be exposed to fluctuations and
volatility in commodity prices through its investments,
andadverse changes in global supply and demand and
prices for such commodities may adversely affect the
business, results of operations, and financial condition
ofthe Company. To mitigate this risk, the Investment
Manager has created a diversified portfolio across
various energy subsectors, commodity exposures,
technologies andend-markets to provide natural
synergies that aim toenhance the overall stability
of the portfolio.
8. The Company has only lent to Borrowers in the global
energy sector and such single industry concentration
couldaffect the Company’s ability to generate returns.
Adverse market conditions in the energy sector may
delay or prevent the Company from realising
investments. Tomitigate this risk, the Investment
Manager has created a diversified portfolio across
various energy subsectors, commodity exposures,
technologies and end-markets to provide natural
synergies that aim toenhance the overall stability
of the portfolio.
9. The performance of the Company may be affected by
changes to interest rates and credit spreads. To mitigate
this risk, the Investment Manager assesses credit risk and
interest rate risk on an ongoing basis and closely monitors
each investment with the assistance of each respective
management team and the engaged service providers.
10. The Company relies on a third-party provider for the
key operational tasks of the Company. The failure of
anyservice provider to carry out their duty may have
adetrimental effect on the operation of the Company.
Tomitigate these risks the Board will review the
internal control reports, and consider business
continuity arrangements of the Company.
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024 Riverstone Credit Opportunities Income Plc
12
All capitalised terms are defined in the list of defined terms on page 74 to 75 unless separately defined.
MANAGED WIND-DOWN
Following the AGM on 22 May 2024 the Company adopted a
Wind-Down Investment Policy. Details of the adoption of the
managed wind-down are as follows:
• The Company's investment objective and investment
policy is now to realise the Company's assets on a timely
basis with the aim of making progressive returns of
cash without reinvesting any realised cash to holders
ofOrdinary Shares as soon as practicable.
• The Investment Manager is actively seeking exit
opportunities to realise the loans comprising the
Company's portfolio and returning the resulting proceeds
to Shareholders. The Investment Manager may dispose of
loans in the secondary market.
• The Company will maintain its listing on the Specialist
Fund Segment and continue to conduct its affairs
(including as regards payment of dividends) so as to
qualify as an investment trust for the purposes of section
1158 of the Corporation Tax Act 2010, in each case for
aslong as the Board believes such status to be practicable
and cost-effective for Shareholders.
• The unaudited net asset value of the Company will
continue to be calculated on a quarterly basis in
accordance with the Company's accounting policies per
the notes to the financial statements and will be published
through a Regulatory News Service, although the Board
would keep this net asset value reporting policy under
review in light of the diminishing size of the Company's
portfolio during the course of the managed wind-down.
• The precise mechanism for the return of cash to holders
of Ordinary Shares in a managed wind-down will be at
the discretion of the Board, but will include a
combination of capital distributions, tender offers,
mandatory share redemptions and share buybacks. The
return of proceeds to Shareholders may require further
Shareholder approvals, depending on the methods used.
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. At the AGM held on
22May 2024 the Shareholders voted in favour of a change
inthe Company’s Investment Policy to a Wind-Down
Investment Policy.
The Company’s Investment objective and Wind-Down
Investment Policy is to “realise the Company’s assets on a
timely basis with the aim of making progressive returns of
cash to holders of Ordinary shares as soon as practicable.”
TheInvestment Manager is actively seeking exit opportunities
to realise the loans comprising the Company's portfolio
and returning the resulting proceeds to Shareholders.
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.
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 consider that the change to the Company’s
objectives and Investment Policy are in the best interests of
Shareholders as a whole.
In conjunction with the Company amending its Investment
Policy to a Wind-Down Investment Policy, the senior secured
revolving credit facility’s credit (“RCF”) agreement with the
Company was also amended. The RCF credit agreement was
amended to allow an aggregate amount of borrowings of up
to $500,000 in order to optimise cash flows during the
managed wind-down. The amendment also sets forth a
Utilisation Fee of one percent per annum due and payable
quarterly by the Company to the lender.
As of 31 December 2024, the Company has sufficient cash
held in the SPVs reflected in the value of the Company’s
investments in the SPVs. As of the date of the financial
statements, the Company and its SPVs have $15.7m cash and
cash equivalents available of which $14.3 is short-term money
market fix deposits and the remaining $1.4m in cash within
the SPVs and the Company. The Company’s and its SPVs
current cash will be able to meet the near-term current
liabilities when they become due.
13
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024 Riverstone Credit Opportunities Income Plc
All capitalised terms are defined in the list of defined terms on page 74 to 75 unless separately defined.
STRATEGIC REPORT CONTINUED
Whilst the Directors are satisfied that the Company has
adequate resources to continue in operation throughout the
wind-down period and will be able to meet all of its liabilities
as they fall due, given the Company is now in managed
wind-down, the Directors considered it appropriate to adopt
a basis other than going concern in preparing the financial
statements. There were no material changes in the valuation
of investments held at fair value as a result of ceasing to apply
the going concern basis. All of the balance sheet items have
been recognised on a realisation basis, which is not materially
different from the carrying amount. 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.
As of 31 December 2024, the weighted average remaining
contractual tenor of the loans in the Company's portfolio is
under one year. The Investment Manager is actively seeking
torealise the loans comprising the Company's portfolio
by holding them until they come to term or dispose in the
secondary market where it considers this to be in the best
interests of the Company. The Company in its best efforts,
intends to realise and return to shareholders all proceeds in
respect to its investment portfolio within one year of entering
into the managed wind-down.
On 9 September 2024, the Company redeemed 22,648,201
Ordinary Shares, which was approximately 25per cent. of
the Company’s Ordinary Shares by way of a Compulsory
Redemption of Ordinary Shares. The Directors will
makefurther announcements on the progress of the
managedwind-down strategy and the return of cash to
Shareholders in due course.
LONGER TERM VIABILITY
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 May 2024,
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 agreed that a two-year period ending
31December 2026 was appropriate.
Although the stated maturity dates of the Company’s and
itsSPVs unrealised investments are through to 2026, the
Directors and Investment Manager expect to realise the
investments within 12 months of the reporting date.
TheInvestment manager has considered the expected
maturity profile of the Company’s investments and believes
liquidation of the Company will occur in the second half
of2026 before the stated maturity dates.
In addition to cash and cash equivalents currently on hand,
all investments are expected to be realised before the end of
the longer term viability period, providing the Company
with more than sufficient cash needs to pay ongoing expenses
over the longer term viability period and meeting quarterly
dividend payments to shareholders.
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 longer term viability.
In support of this statement, the Directors have taken into
account all of the principal and emerging risks and their
mitigation as identified in the Principal and Emerging
Risk and Uncertainties section above, the nature of the
Company's business; including the cash reserves and money
market deposits at the SPVs, the potential of its portfolio of
investments to generate future income and capital proceeds,
and the ability of the Directors to minimise the level of cash
outflows, if necessary.
Each quarter, the Board reviews threats to the Company’s
viability utilising the risk matrix and 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 Administrator regarding risks faced
by the Company. When required, experts are utilised to
gather relevant and necessary information, regarding tax,
legal, and other factors.
The Board considered the Company’s viability over the
two-year period, based on a working capital model prepared
by the Investment Manager. The working capital model
forecasts key cash flow drivers such as investment returns and
operating expenses. In connection with the preparation of the
working capital model, realisations, distribution payments
and/or share buyback were assumed to occur during the two
year period.
Based on the aforementioned procedures and the existing
internal controls of the Company and Investment Manager,
the Board 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.
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024 Riverstone Credit Opportunities Income Plc
14
All capitalised terms are defined in the list of defined terms on page 74 to 75 unless separately defined.
DIRECTORS’ RESPONSIBILITIES PURSUANT TO
SECTION 172OF THE COMPANIES ACT 2006
The Directors are responsible for acting in a way that they
consider, in good faith, is the most likely to promote the
success of the Company for the benefit of its members.
Indoing so, they should have regard for the needs of
stakeholders and the wider society. Key decisions are those
thatare either material to the Company or are significant to
any of the Company’s key stakeholders. The Board consider
the Company’s key stakeholders to be: its existing and
potential new Shareholders, service providers (Investment
Manager, corporate broker, registrar and depositary), investee
companies and suppliers. It should be noted that the Company
has no employees, aside from the Directors.
Engagement with Stakeholders
As further disclosed in the Corporate Governance Report on
page 29, 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. The AGM, detailed below, is used as a forum for the
Board and Investment manager to communicate Company
performance and future plans and prospects.
It is expected members of the Board will be in attendance
and will be available to answer any Shareholder questions.
TheCompany’s website was updated during the year and
contains comprehensive information for Shareholders and
provides regular market commentary. In addition, the
Chairman’s, Company Administrator’s and Investment
Manager’s contact email addresses are also available for
Shareholders to contact, outside of the AGM. The Board
invites representatives from the Broker to provide regular
analysis of Shareholder movements, industry changes and
contact with investors. The Board seeks to engage with the
Investment Manager and other service providers in an open
manner, encouraging constructive discussion. This approach
enhances service levels and strengthens relationships to receive
the highest standard of service at a competitive cost, ensuring
Shareholders interest are best served.
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 while considering the impact on
its members, stakeholders and the wider society.
Investment policy
The Company’s revised Investment Policy is now a Wind-down
Investment Policy. The Company completed two full realisations
(2023: two) during the year. The realisations during the year
related to Epic Propane and Blackbuck Resources.
The Company reports to the Shareholders through regulatory
news releases, using the London Stock Exchange’s Regulatory
News Service and Interim and Annual Reports.
Portfolio updates, realisations, valuation updates and distribution
announcements are all communicated in a timely fashion
through this means.
Distributions
The Board has reviewed and approved distributions of 4.72cents
per share with respect to the year (2023: 8.5 cents per share).
Board Committees
The Board’s Audit and Risk Committee, Nomination
Committee and Management Engagement Committee
continue to ensure a good corporate governance framework
for the Company. The Chairman of each committee will
attend the AGM to answer any questions on their
committee’s activities.
Share buyback programme
The Company stopped its share buyback programme in
August 2022 where between the period of 30 June 2022 –
31August 2022 the Company repurchased 740,146 shares.
Return of Capital by way of a Compulsory Redemption
ofOrdinary Shares
Further to the announcement on 8 August 2024 and the
commencement of the managed wind-down of the Company,
on 9 September 2024, the Company returned $23.03m to
holders of Ordinary Shares by way of a compulsory redemption
of Ordinary Shares, which was approximately 25per cent.
of the Company’s total issued share capital at the date
of announcement.
ANNUAL GENERAL MEETING
The AGM of the Company will be held at 14:00 BST on
22May 2025 at the offices of Hogan Lovells International
LLP, Atlantic House, Holborn Viaduct, London EC1A 2FG.
In accordance with the Articles of Association details of the
other resolutions to be proposed at the AGM, together with
explanations, will appear in the notices of meetings to be
distributed to Shareholders in April 2025. 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.
It is expected that members of the Board will be in attendance
and will be available to answer Shareholder questions.
On behalf of the Board
REUBEN JEFFERY, III
Chairman
25February 2025
15
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024 Riverstone Credit Opportunities Income Plc
All capitalised terms are defined in the list of defined terms on page 74 to 75 unless separately defined.
INVESTMENT MANAGER’S REPORT
ABOUT THE INVESTMENT MANAGER
Appointed in May 2019, the Investment Manager, an affiliate of Riverstone, seeks
to generate consistent shareholder returns predominantly in the form of income
distributions principally by making Green and Sustainability-Linked, senior
secured loans to energy transition businesses.
Loans are classified as Green Loans when they support environmentally sustainable economic activity
andSustainability-Linked Loans when they contain sustainability performance targets or other equivalent
metrics to be monitored. RCOI has participated in loans to companies working to drive change and
deliver better solutions across the energy sector, spanning renewable as well as conventional energy, with
a primary focus on infrastructure assets. The Company’s aim was to build a portfolio that generates an
attractive and consistent risk-adjusted return for investors, as well as drive positive impact regarding
climate change by structuring loans as Green Loans or Sustainability-Linked Loans.
On 31 December 2023, Riverstone Holdings LLC and their affiliate Riverstone Investment Group
(collectively, “Riverstone”) entered into an agreement with Breakwall Capital LP to provide
sub-management services (the “Sub-Management Agreement”) for all credit vehicles managed
byRiverstone, including RCOI (the “Existing Credit Vehicles”). Breakwall is a newly formed
independent asset-management firm regulated by the SEC as a Registered Investment Advisor,
owned andoperated by the former Riverstone Credit Partners team. Services provided by Breakwall
commencedon 2 January 2024.
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024 Riverstone Credit Opportunities Income Plc
16
All capitalised terms are defined in the list of defined terms on page 74 to 75 unless separately defined.
Under the arrangement, Riverstone has remained the manager
of RCOI on the terms of RCOI's existing management
agreement and all aspects of the ongoing management
of the Company, including the day-to-day investment
team, have remained consistent with current practices.
Therewas no increase in fees payable by RCOI as a result
of themodified arrangements. The Board of RCOI was
involved in establishing the Sub-Management Agreement
and are confident that the structure of Riverstone as manager
and Breakwall as the sub-manager will continue todeliver
strongreturns for shareholders during this period of
managedwind-down.
INVESTMENT PORTFOLIO SUMMARY
As of 31December 2024, the Company holds a diverse
portfolio of investments in six companies across energy
infrastructure & infrastructure services and energy transition
assets as further discussed below. In addition, RCOI holds the
warrants of one investment where the loan was fully realised.
In the descriptions that follow, yield to maturity is inclusive
of all upfront fees, original issue discounts, drawn spreads and
prepayment penalties through the stated maturity of the loan.
Most loans have incentives to be called early. A portion of the
loans have a “payment-in-kind” feature for drawn coupons
for a limited time period. Similarly, some of the loans have a
“delayed-draw” feature that allows the borrower to call capital
over time, but always with a hard deadline. Loans that are
committed are loans with signed definitive documentation
where a structuring fee and/or original issue discount have
been earned and the Company earns an undrawn spread.
Loansthat are invested are signed with definitive documentation
and, where a structuring fee and/or original issue discount have
been earned, the Company has funded the loan to the Borrower
and the Company is earning a drawn coupon.
The Investment Manager expects that every loan it has made
will advance the cause of energy transition one way or
another. For new green energy infrastructure, or conversion
of older assets to a more sustainable use, we typically issue
Green Loans. For existing hydrocarbon related businesses,
we typically issue Sustainability-Linked Loans that tie loan
economics to meeting specific sustainability performance
targets. Both structures are based on LSTA guidelines and are
subject to third party independent opinion from Sustainable
Fitch, a division of Fitch Group focused on ESG.
Harland & Wolff – In March 2022, RCOI participated
ina$35.0million first lien Green Term Loan to
Harland&Wolff (“H&W”), an infrastructure operator
engaged in thedevelopment and operation of strategic
maritime assets across the United Kingdom. This loan
hassubsequently been upsized to $140million and was
dueDecember 2024.
At the initial closing RCOI committed $11.8million.
This has subsequently been upsized to $14.6million.
As of 31 December 2024, $14.6million remains invested,
reflecting 30.5per cent of RCOI’s overall commitments.
As part of the terms of the loan, RCOI has also been granted
5.1 million warrants, which have been written down to zero
given the Administration for H&W that was filed on 14
January 2025. As of 31 December 2024, the total fair value of
Harland & Wolff to all RCP lenders was $112.7 million.
Post period-end, on 29 January 2025, the assets of
Harland &Wolff have been sold for a cash consideration
of $86.9million, as well as the waiving of the debt of
$28.6million by Navantia UK. Exclusivity was agreed in
October 2024 in exchange for Navantia UK providing debt
funding to the Harland & Wolff Group, and this was linked to
an agreement to share recoveries with Navantia UK on a 50/50
basis in respect of Navantia UK's debt funding. As part of the
transaction, those rights werewaived by Navantia UK.
Purchase price consideration along with cash left in the business,
after administrative and deal related expenses, are expected to
result in recoveries of c. $86.1million to Riverstone Credit
Partners (“RCP”) and affiliated funds, including RCOI.
TheAdministrators made an initial distribution to RCP of
c.$54.4million on 31 January 2025 and have estimated that future
distributions will total c.$31.7million over the coming months.
The initial distribution will fully satisfy the super priority term
loan and therefore all future distributions will be shared pro rata
amongst all the Riverstone funds invested in Harland & Wolff.
RCOI did not share in the initial distribution but will receive $4.7
million in the coming months for its share of the assets that have
been sold.
In parallel to the process to sell the operating yards,
Rothschild& Co has also run a process to solicit interest
in acquiring Harland & Wolff 's Islandmagee Gas Storage
project. Once constructed and operational, Islandmagee
salt dome caverns will have the capacity to hold around
500million cubic meters of low carbon gas and/or hydrogen,
increasing UK gas storage capacity by c. 33%. Given the
shortfall on amounts owed and security held over the entirety
of Harland&Wolff, RCP and affiliated funds hold the
economicinterest in Islandmagee. As of 25 February 2025, the
Islandmagee asset has not yet been sold.
17
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024 Riverstone Credit Opportunities Income Plc
All capitalised terms are defined in the list of defined terms on page 74 to 75 unless separately defined.
INVESTMENT MANAGER'S REPORT CONTINUED
Seawolf Water Resources – In September 2022, RCOI
made a secondary investment in a stapled bundle of private
securities in Seawolf Water Resources (“Seawolf”), a privately
held water infrastructure services company with operations
primarily in Loving County, TX and southern New Mexico.
Theinvestment includes a Sustainability-Linked first lien
term loan along with preferred stock and common equity,
collectively purchased at a significant discount to market
value. The loan portion of the investment is due in March
2026 and was purchased at an estimated all-in yield to
maturity of 10.6per cent to RCOI. The preferred stock and
common equity are perpetual in nature but benefit from
excess cash returned to the shareholders from time to time.
Across the term loan, preferred stock, and common
equity,RCOI committed a total of $9.0million, which has
subsequently been reduced to $8.5million via repurchases of
preferred stock by the company. This reflects 17.7per cent of
RCOI’s overall commitments as of 31December 2024.
Hoover Circular Solutions (“Hoover CS”) – In November
2022, RCOI participated in a $160million Sustainability-Linked
first lien term loan to Hoover CS, a leading provider of sustainable
packaging and fleet management solutions, that is paving the
wayfor customers across the chemical, refining and general
industrial-end markets to move away from single-use containers.
Sustainable Fitch provided a Second Party Opinion (“SPO”) on
the loan. Theloan is due in November 2026 and was made at an
estimated all-in yield to maturity of12.4percent.
At closing, RCOI committed $13.7million. As of
31December 2024, the full $13.7million remains invested,
reflecting 28.7per cent of RCOI’s overall commitments.
Max Midstream – In December 2022, RCOI participated
in a $28.3million Sustainability-Linked, first lien term loan
(the “Term Loan”) to a subsidiary of Max Energy Industrial
Holdings US LLC (“Max”). Max is developing the first
carbon-neutral crude oil export terminal on the Gulf Coast
of Texas, which it believes will lead to increased market
share as crude consumers globally seek to reduce their overall
carbon footprint. At the time of close, the term loan was
SOFR+650bps with all in coupon of 11.0per cent.
At close, RCOI committed $5.0million. As of 31December
2024, the full $5.0million remains invested, reflecting
10.5percent of RCOI’s overall commitments.
Streamline Innovations – In June 2023, RCOI participated
in a $55million Green term loan to Streamline Innovations,
aleader in environmentally-advanced treatment solutions
for the removal of hydrogen sulfide (H2S) from natural
gas, renewable fuels, wastewater, and industrial processes.
Thefacility was structured as a Green Loan with Sustainable
Fitch providing a Second Party Opinion. The loan is due in
December 2026 and was made at an estimated all-in yield to
maturity of 12.5percent.
At closing, RCOI committed $9.9million and funded
$3.5million. As of 31 December 2024, RCOI’s commitment
was reduced to $5.5million, with $4.4million unfunded
commitment expiring on 31 December 2024, representing
11.2per cent of RCOI’s total commitments.
Imperium3 New York, Inc – In April 2021, RCOI
participated in a $63.0million first lien delayed-draw Green
term loan to Imperium 3 New York, Inc, as lithium-ion
battery company that will commercialise high performing
lithium-ion batteries by developing a large-scale manufacturing
facility in Endicott, NY. The loan was fully refinanced in
April2022, with a new source of financing, resulting in a
32.5per cent realised IRR and 1.25x realised MOIC.
At closing RCOI committed $6.8million. In addition, as part
of the loan terms, RCOI was granted warrants to purchase
0.4per cent of the Imperium’s equity and 0.3per cent of the
equity in one of Imperium’s parent company’s Charge CCCV.
As of 31 December 2024, none of the loan is outstanding but
the warrants remain in the Company’s portfolio.
On 27 January 2025, Imperium 3 New York, Inc. filed for
Chapter 11 bankruptcy protection. The warrants will be
devalued to zero. As of December 2024, the warrants held
byRCOI in Imperium 3 New York represented less than
0.01percent of the Company’s NAV. However, as of the
reporting date, the equity in Charge CCCV retains value.
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024 Riverstone Credit Opportunities Income Plc
18
All capitalised terms are defined in the list of defined terms on page 74 to 75 unless separately defined.
Caliber Midstream – In July 2019, RCOI participated in
a $10.0million upsize of a $65.0million first lien holding
company term loan to Caliber Midstream (the “HoldCo
Term Loan”), a sponsor-backed Bakken focused midstream
company that provides crude oil and natural gas gathering
andprocessing, produced water transportation and disposal,
and freshwater sourcing and transportation.
At closing, RCOI committed $3.4million to the HoldCo
Term Loan. Subsequently, in April 2021, an additional
$0.6million was invested on a secondary basis in a senior
secured first lien loan made to Caliber (the “Opco Loan”),
bringing RCOI’s total commitment to Caliber to $4.0million.
In March 2021, Caliber’s largest customer, Nine Point Energy,
terminated their midstream contract with Caliber and subsequently
filed for Chapter 11 bankruptcy. In May 2021, RCOI and the
other HoldCo Lenders completed a recapitalisation of Caliber
resulting in HoldCo Term Loan Lenders receiving substantially
allof the equity in HoldCo.
In March 2022, the Caliber and the OpCo Loan lenders
subsequently closed a second restructuring with the OpCo
Loan lenders receiving approximately 100% of the equity.
Following the restructuring, new management was hired, a
new contract was executed and there remains increased focus
on cost cutting initiatives and new revenue opportunities.
As of 31December 2024, the full $0.7million commitment
remains invested, reflecting 1.4% of RCOI’s overall
commitments post restructuring.
SUBSEQUENT EVENTS AND OUTLOOK
Following shareholder approval at the Company’s AGM, the
Company's investment objective and investment policy has
been changed to now realise the Company's assets on a timely
basis with the aim of making progressive returns of cash to
holders of Ordinary Shares as soon as practicable.
As previously announced, the Company anticipates realising a
significant portion of its investment portfolio within the year
of the managed wind-down. In order to meet this objective,
the Company will continue to carry on its investment business
with a view to spreading risk during the managed wind-down.
We look forward to providing regular updates on our progress
to towards this objective as well as plans for future distribution
to shareholders.
19
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024 Riverstone Credit Opportunities Income Plc
All capitalised terms are defined in the list of defined terms on page 74 to 75 unless separately defined.
BOARD OF DIRECTORS
REUBEN JEFFERY, III
Chairman
Mr. Jeffery has a broad range of financial services
experience and in addition brings extensive insight
into the US political and regulatory environment.
He is chairman of Sumitomo Mitsui Banking
Corporation Americas Holdings, Inc. and is a former
non-executive director of Barclays PLC. He was
previously the President and CEO of Rockefeller
Financial Services, Inc. Mr. Jeffery has served in
the US government as Under Secretary of State
for Economic, Energy and Agricultural Affairs,
as Chairman of the Commodity Futures Trading
Commission, and as a special assistant to the President
on the staff of the National Security Council.
Before his government service, Mr. Jeffery spent
18 years at Goldman Sachs & Co where he was
Managing Partner of Goldman Sachs in Paris
andled the firm's European Financial Institutions
Group in London. Prior to joining Goldman Sachs,
Mr.Jeffery was a corporate attorney with Davis Polk
&Wardwell.
Mr. Jeffery is a graduate of Yale University and holds
an M.B.A. and J.D. from Stanford University.
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024 Riverstone Credit Opportunities Income Plc
20
All capitalised terms are defined in the list of defined terms on page 74 to 75 unless separately defined.
EMMA DAVIES
Director, Chair of Audit and Risk Committee
Emma is the Chief Investment Officer at the
Guy’s & St Thomas’ Foundation leading the
management of their £1bn charitable endowment.
Her previous role was at Octopus Ventures as
co-CEO, before which she spent 5 years as a partner
at Marylebone Partners, building and leading their
direct investing capability. Emma has a wealth of
experience, expertise and networks from a range of
world class investment houses including J.P. Morgan,
Perry Capital, Big Society Capital (where she was the
Chief Investment Officer) and The Welcome Trust.
She has a particular interest and focus on ESG, Impact
and Responsible Investment considerations.
Emma has an MA from Oxford University and an
MSc from LSE.
EDWARD CUMMING-BRUCE
Director, Chair of Nomination Committee
Mr. Cumming-Bruce is the Vice Chairman of
Gleacher Shacklock LLP, which he joined in
August 2003. Prior to this, he worked for 12 years
at Dresdner Kleinwort Wasserstein where he held a
number of senior positions including a Co-Head of
Global Telecoms Investment Banking, Co-Head of
UK Investment Banking and Global Head of Equity
Capital Markets.
Mr. Cumming-Bruce has extensive experience
advising a range of major European companies on
capital markets and restructuring transactions as
well as mergers and acquisitions. Prior to Dresdner
Kleinwort Wasserstein, he worked at Schroders.
Mr. Cumming-Bruce is a graduate of
Oxford University.
21
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024 Riverstone Credit Opportunities Income Plc
All capitalised terms are defined in the list of defined terms on page 74 to 75 unless separately defined.
The Directors present their Annual Report and audited financial statements for
the Company for the year ended 31December 2024. The Corporate Governance
Report on pages 29 to 36 forms part of this report.
Details of the Directors who held office during the year and as at the date of this report are given
on pages 20 to 21.
CAPITAL STRUCTURE
To enable the Company to obtain a certificate to commence business and to exercise its borrowing
powersunder section 761CA 2006, on 11March 2019, 1E Share of £1and 50,000 shares of £1each
were allotted to Riverstone Investment Group LLC and paid up in full, as Management Shares.
The E Share and Management Shares grant the registered holders the right to receive notice of and to
attend but, except where there are no other shares of the Company in issue, not to speak or vote at any
general meeting of the Company. The Management Shares were redeemed in full on 28 May 2019.
The E Shares are not redeemable.
As at 31December 2024, the Company’s issued share capital comprised 68,157,036 Ordinary Shares
(2023:90,805,237) and 1E Share (2023: 1). Ordinary Shareholders are entitled to all distributions
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.
Ordinary Shareholders are entitled to attend and vote at all general meetings of the Company and,
onapoll, to one vote for each Ordinary Share held.
AUTHORITY TO PURCHASE OWN SHARES
The current authority of the Company to make market purchases of its issued share capital expires at
the conclusion of the Company’s AGM on 22 May 2025. The Company’s authority to generally and
unconditionally make market purchases (within the meaning of section 693(4) of the Companies Act 2006)
of its Ordinary Shares of $0.01 each in the capital of the Company, is subject to the following conditions:
i. the maximum number of Ordinary Shares authorised to be purchased is 13,611,705 representing
14.99per cent of the Company’s issued ordinary share capital as at 22 April 2024;
ii. the minimum price (excluding expenses) which may be paid for an Ordinary Share is $0.01;
iii. the maximum price (excluding expenses) which may be paid for each Ordinary Share is the
higherof: (i) an amount equal to 105per cent of the average of the middle-market quotations of an
Ordinary Share as derived from the London Stock Exchange Daily Official List for the five business
days immediately preceding the day on which the Ordinary Share is contracted to be purchased;
and (ii) an amount equal to the higher of the price of the last independent trade of an Ordinary
Share and the highest current independent bid for an Ordinary Share on the trading venue where
the purchase is carried out;
iv. the authority hereby conferred shall expire at the conclusion of the next AGM of the Company
after the passing of this Resolution, or on the date which falls 15 months after the date on which
this Resolution 13 is passed, whichever is earlier (unless previously revoked, varied or renewed by
the Company in general meeting prior to such time); and
v. a contract to purchase Ordinary Shares under the authority may be made before the expiry of the
authority (as per paragraph iv above), and concluded in whole or in part after the expiry of the
authority (as per paragraph iv above).
REPORT OF THE DIRECTORS
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024 Riverstone Credit Opportunities Income Plc
22
All capitalised terms are defined in the list of defined terms on page 74 to 75 unless separately defined.
COMPANIES ACT 2006DISCLOSURES
In accordance with Schedule 7 of the Large and Medium Sized
Companies and Groups (Accounts and Reports) Regulations
2008, the Directors disclose the following information:
• the Company’s capital structure is detailed in note 8
to the financial statements and all Shareholders have
the same voting rights in respect of the share capital
of the Company, except that the holders of E Shares
have no right to speak or vote at any general meeting
of the Company, unless there are no other shares of the
Company in issue. There are no restrictions on voting
rights that the Company is aware of,nor any agreement
between holders of securities that result in restrictions on
the transfer of securities or on voting rights;
• there exist no securities carrying special rights with
regard to the control of the Company;
• the Company does not have an employees’ share scheme;
• the rules concerning the appointment and replacement
of Directors are contained in the Company’s Articles of
Association and the Companies Act 2006;
• Ordinary Shareholders are entitled to all dividends paid
bythe Company;
• there exist no agreements to which the Company is party
that may affect its control following a takeover bid;
• there exist no agreements between the Company and its
Directors providing for compensation for loss of office
that may occur because of a takeover bid; and
• the Directors’ responsibilities pursuant to Section 172 of the
Companies Act 2006, are as detailed in the Strategic Report.
INVESTMENT TRUST STATUS
The Directors intend at all times to conduct the affairs of the
Company so as to enable it to qualify as an investment trust for
the purposes of section 1158 of the Corporation Tax Act 2010, as
amended and the Investment Trust (Approved Company) (Tax)
Regulations 2011. In particular, the Company must not retain
in respect of any accounting year or period an amount which is
greater than 15 percent of its eligible investment income.
DIVERSITY AND BUSINESS REVIEW
A business review is detailed in the Investment Manager’s
Report on pages 16 to 19 and the Company’s policy on
diversity is detailed in the Corporate Governance Report
onpages 30 to 31.
Further to the commencement of the managed wind-down of
the Company, on 13 August the Company announced a return
of capital by way of a Compulsory Redemption of Ordinary
Shares. On 9 September 2024, the Company redeemed
22,648,201 Ordinary Shares, which was approximately 25per
cent. of the Company’s Ordinary Shares. This compulsory
redemption is in addition to the Company’s general authority
to make market purchases of its issued shares. The Directors
will make further announcements on the progress of the
managed wind-down strategy and the return of cash to
Shareholders in due course. Since IPO, 31,842,964 shares were
repurchased including the Compulsory Redemption for a total
cash consideration of $29,504,945.
MAJOR INTERESTS IN SHARES
Significant shareholdings as at 31December2024are
detailedbelow.
ORDINARY
SHARES HELD %
31DECEMBER
2024
ND Capital Investments Ltd 11.01
Newton Investment Mgt 10.26
Mirabella Financial Services 9.63
Almitas Capital 9.11
Alder Investment Mgt 8.26
Metage Capital Mgt 7.17
Polar Capital 5.24
Jupiter Asset Mgt 4.40
HSBC Securities 3.22
Philip J Milton & Co 3.21
In addition, the Company also provides the same information as
at 31January 2025, being the most current information available.
ORDINARY
SHARES HELD %
31JANUARY
2025
ND Capital Investments Ltd (Tortola) 11.01
Newton Investment Mgt (London) 10.26
Mirabella Financial Services (London) 9.63
Almitas Capital (Santa Monica) 9.11
Alder Investment Mgt (London) 8.26
Metage Capital Mgt (London) 7.18
Polar Capital (London) 5.24
Jupiter Asset Mgt (London) 4.40
Philip J Milton & Co (Barnstaple) 3.41
HSBC Securities (London) 3.22
23
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024 Riverstone Credit Opportunities Income Plc
All capitalised terms are defined in the list of defined terms on page 74 to 75 unless separately defined.
ANNUAL REPORT
As disclosed in the Audit and Risk Committee Report on
pages 37 to 40, the Audit and Risk Committee has given
dueconsideration that the Annual Report, taken as a whole,
is fair, balanced and understandable. Therefore the Board is of
the opinion that the Annual Report provides the information
necessary for Shareholders to assess the performance, strategy
and business model of the Company.
The Board recommends that the Annual Report, the Report
of the Directors and the Independent Auditor’s Report for the
year ended 31December 2024 are received and adopted by the
Shareholders and a resolution concerning this will be proposed
at the AGM.
DISTRIBUTION
With respect to the quarter ended 31December 2024 the
Board has recommended a distribution of $0.5million,
equivalent to 0.72 cents per share, as disclosed in note 14 to
thefinancial statements. This brings the total distribution
declared with respect to the year ended 31December 2024
to4.72 cents per share.
SUBSEQUENT EVENTS
There have been no significant subsequent events, other than
those disclosed in note 18 to the financial statements.
STRATEGIC REPORT
A review of the business and future outlook, going
concernstatement and the principal and emerging risks
anduncertainties of the Company have not been included
inthis report as they are disclosed in the Strategic Report
onpages 6 to 15.
On behalf of the Board
REUBEN JEFFERY, III
Chairman
25 February 2025
DIRECTORS’ INDEMNITY
Directors’ and Officers’ liability insurance cover is in
place in respect of the Directors. The Company’s Articles
of Association provide, subject to the provisions of UK
legislation, an indemnity for Directors in respect of costs
which they may incur relating to the defence of any
proceedings brought against them arising out of their positions
as Directors, in which they are acquitted or judgement is given
in their favour by the Court.
Except for such indemnity provisions in the Company’s
Articles of Association and in the Directors’ letters of
appointment, there are no qualifying third-party indemnity
provisions in force.
GLOBAL GREENHOUSE GAS EMISSIONS
As an investment trust, the Company’s own direct
environmental impact is minimal. The Company has no
greenhouse gas emissions to report from its operations, nor
does it have responsibility for any other emissions producing
sources under the Companies Act 2006 (Strategic Report and
Directors’ Reports) Regulations 2013. For the same reasons
as set out above, the Company has performed an assessment
and considers itself to be a low energy user under the
SECRregulations.
RISKS AND RISK MANAGEMENT
The Company is exposed to financial risks such as price
risk, interest rate risk, credit risk and liquidity risk and the
management and monitoring of these risks is detailed in
note15 to the Financial Statements.
INDEPENDENT AUDITOR
The Directors will propose the re-appointment of Ernst
& Young LLP as the Company’s Auditor and resolutions
concerning this and the remuneration of the Company’s
Auditor will be proposed at the AGM.
At the time that this report was approved, so far as each of
theDirectors is aware:
• there is no relevant audit information of which the
Auditor is unaware; and
• they have taken all the steps they ought to have taken to
make themselves aware of any audit information and to
establish that the Auditor is aware of that information.
REPORT OF THE DIRECTORS CONTINUED
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024 Riverstone Credit Opportunities Income Plc
24
All capitalised terms are defined in the list of defined terms on page 74 to 75 unless separately defined.
This report has been prepared by the Directors in accordance with the
requirements of the Companies Act 2006 and the Large and Medium-sized
Companies and Groups (Accounts and Reports) Regulations 2008. A resolution
toapprove the Directors’ Remuneration Report will be proposed at the
Company’sAGM on 22 May 2025. At the AGM on 22 May 2024, Shareholders
voted 99.99 percent in favour to approve the Directors’ Remuneration Report
forthe year ended 31December 2024.
The Company’s Auditor is required to give its opinion on the information provided on Directors’
remuneration that is specifically marked as audited on page 26 of this report and this is explained further
in its report to Shareholders on pages 41 to 48. The remainder of this report is outside the scope of the
external audit.
ANNUAL STATEMENT FROM THE CHAIRMAN OF THE BOARD
The Board, which is profiled on pages 20 to 21, consists solely of non-executive Directors and is
considered to be entirely independent. The Board considers at least annually the level of the Board’s fees,
in accordance with the AIC Code.
REMUNERATION POLICY
As at the date of this report, the Board comprised three Directors, all of whom are non-executive.
Duetothe size of the Company and the Board, there is not a separate Remuneration Committee.
Beingwholly comprised of non-executive Directors, the whole Board considers these matters.
Each Director receives a fixed fee per annum based on their roles and responsibilities within the Company
and the time commitment required. It is not considered appropriate that Directors’ remuneration should
be performance related and none of the Directors are eligible for pension benefits, share options, long term
incentive schemes or other benefits in respect of their services as non-executive Directors of the Company.
The maximum annual limit of aggregate fees payable to the Directors was set at the time of the Company’s
incorporation on 11March 2019 at £500,000 per annum. The Chairman is entitled to an additional fee of
£10,000 per annum and the Audit and Risk Committee Chair is entitled to an additional fee of £5,000
per annum. The Board may grant special remuneration to any Director who performs any special or extra
services to, or at, the request of the Company.
The Articles of Association provide that all Directors at the date of the notice covering each AGM shall
retire from office and each Director may offer themselves for re-election, in accordance with corporate
governance best practice.
All of the Directors have been provided with letters of appointment, subject to re-election by Shareholders.
DIRECTORS’
REMUNERATION REPORT
25
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024 Riverstone Credit Opportunities Income Plc
All capitalised terms are defined in the list of defined terms on page 74 to 75 unless separately defined.
DIRECTORS’ REMUNERATION REPORT CONTINUED
A Director’s appointment may at any time be terminated by and at the discretion of either party upon written notice. A Director’s
appointment will automatically end without any right to compensation whatsoever if they are not re-elected by the Shareholders.
A Director’s appointment may also be terminated with immediate effect and without compensation in certain other circumstances.
Being non-executive Directors, none of the Directors has a service contract with the Company.
The Company’s Remuneration Policy was approved at its fifth AGM on 22 May 2024, with Shareholders voting 99.92 percent in
favour and 0.02 percent of votes against. The terms and conditions of appointment of non-executive Directors are available for
inspection from the Company’s registered office.
ANNUAL REPORT ON REMUNERATION (AUDITED INFORMATION)
The table below shows all remuneration earned by each individual Director during the year:
PAID IN THE
YEAR TO
31DECEMBER
2024
$
CHANGE FROM
PRIOR YEAR
%
PAID IN THE
YEAR TO
31DECEMBER
2023
$
Reuben Jeffery, III (Chairman) – £45k p.a. 57,695 3% 56,097
Emma Davies (Audit & Risk Committee Chair) – £40k p.a. 51,285 3% 49,864
Edward Cumming-Bruce (Nomination Committee Chair) – £35k p.a. 44,873 3% 43,630
Total 153,853 149,591
The Directors total annual remuneration has not changed from prior year. The percent change detailed above is directly related to
foreign exchange rate movements in USD, as the Directors are paid in GBP.
The table below shows the change in total remuneration earned by each individual Director over prior years:
2024
% CHANGE FROM
PRIOR YEAR
2023
% CHANGE FROM
PRIOR YEAR
2022
% CHANGE FROM
PRIOR YEAR
2021
% CHANGE FROM
PRIOR YEAR
Reuben Jeffery, III (Chairman) – £45k p.a. 3% 1% -10% 8%
Emma Davies (Audit & Risk Committee Chair) – £40k p.a. 3% 1% -10% 8%
Edward Cumming-Bruce (Nomination Committee Chair) – £35k p.a. 3% 1% -10% 8%
Amounts paid to Directors as reimbursement of travel and other incidental expenses during the year were:
PAID IN THE
YEAR TO
31DECEMBER
2024
$
CHANGE FROM
PRIOR YEAR
%
PAID IN THE
YEAR TO
31DECEMBER
2023
$
Reuben Jeffery, III 1,840 -83% 10,541
Emma Davies – – –
Edward Cumming-Bruce – – –
Total 1,840 -83% 10,541
None of the Directors received any other remuneration or additional discretionary payments during the year from the Company
(2023:$Nil).
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024 Riverstone Credit Opportunities Income Plc
26
All capitalised terms are defined in the list of defined terms on page 74 to 75 unless separately defined.
DIRECTORS’ INTERESTS (AUDITED INFORMATION)
Directors who held office during the year and had interests in the Ordinary Shares of the Company as at 31December 2024are
given in the table below. There were no changes to the interests of each Director as at the date of this report.
ORDINARY
SHARES OF
$0.01EACH
HELD AT
31DECEMBER
2024
ORDINARY
SHARES OF
$0.01EACH
HELD AT
31DECEMBER
2023
Reuben Jeffery, III 75,059 100,000
Emma Davies 33,777 45,000
Edward Cumming-Bruce 37,530 50,000
RELATIVE IMPORTANCE OF SPEND ON PAY
The remuneration of the Directors with respect to the year totalled $153,853 (2023: $149,591) in comparison to distributions paid
or declared to Shareholders with respect to the year of $3.8million (2023: $7.7million).
COMPANY PERFORMANCE
The graph below compares the total return to Shareholders compared to the AIC Investment Trust Direct Lending sector index,
which is not sector specific to energy. The performance of the AIC Investment Trust Direct Lending sector index is shown as a
market reference for investors. The Company is primarily involved in managing senior secured loans to energy-related companies
through its SPVs. Comparable peers making debt investments also use direct lending indexes for benchmarking purposes and so the
AIC Investment Trust Direct Lending sector index is chosen for benchmarking purposes.
0
20
40
60
80
100
120
140
160
202420232022202120202019
RCOI
DEBT – DIRECT
LENDING SECTOR
On behalf of the Board
REUBEN JEFFERY, III
Chairman
25February 2025
27
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024 Riverstone Credit Opportunities Income Plc
All capitalised terms are defined in the list of defined terms on page 74 to 75 unless separately defined.
The Directors are responsible for preparing the
Annual Report and the financial statements in
accordance with applicable law and regulations.
Company law requires the Directors to prepare financial
statements for each financial year. Under that law the Directors
have elected to prepare the Company financial statements
in accordance with UK-adopted IAS (“UK-adopted IAS”).
Undercompany 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 for the Company for that year.
In preparing these financial statements, the Directors are
required to:
• select suitable accounting policies in accordance with IAS
8 Accounting Policies, Changes in Accounting Estimates
and Errors and then apply them consistently;
• make judgements and accounting 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 of UK-adopted IAS is insufficient
to enable users to understand the impact of particular
transactions, other events and conditions on the financial
position and financial performance;
• state whether they have been prepared in accordance
with UK-adopted IAS, subject to any material departures
disclosed and explained in the financial statements;
• prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the Company
will continue in business;
• for the reasons stated in the Strategic Report and note 2,
the financial statements have not been prepared on a going
concern basis; and
• prepare a Report of the Directors, a Strategic Report and
Directors’ Remuneration Report which comply with the
requirements of the Companies Act 2006.
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Company’s
transactions and disclose with reasonable accuracy at any
time the financial position of the Company and enable
them to ensure that the financial statements comply with
the Companies Act 2006. They are also responsible for
safeguarding the assets of the Company and hence for taking
reasonable steps for the prevention and detection of fraud and
other irregularities. The Directors are responsible for ensuring
that the Annual Report, 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.
WEBSITE PUBLICATION
The Directors are responsible for ensuring the Annual Report
and the financial statements are made available on a website.
Financial statements are published on the Company’s website in
accordance with legislation in the UK governing the preparation
and dissemination of financial statements, which may vary from
legislation in other jurisdictions. The maintenance and integrity
of the Company’s website is the responsibility of the Directors.
The Directors’ responsibilities also extend to the ongoing
integrity of the financial statements contained therein.
DIRECTORS’ RESPONSIBILITIES
PURSUANT TO DTR4.1
The Directors confirm that to the best of their knowledge:
• the Company’s financial statements have been prepared in
accordance with UK-adopted IAS and give a true and fair
view of the assets, liabilities, financial position and profit
and loss of the Company; and
• the Annual Report includes a fair review of the
development and performance of the business and the
financial position of the Company, together with a
description of the principal and emerging risks and
uncertainties that they face.
On behalf of the Board
REUBEN JEFFERY, III
Chairman
25February 2025
DIRECTORS’ RESPONSIBILITIES STATEMENT
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024 Riverstone Credit Opportunities Income Plc
28
All capitalised terms are defined in the list of defined terms on page 74 to 75 unless separately defined.
This Corporate Governance Report forms part of
the Report of the Directors as further disclosed
on pages 22 to 25. The Board operates under
aframework for corporate governance which
isappropriate for an investment company.
The Company is not required to comply with the UK Listing
Rules, however as a matter of good corporate governance,
the Company voluntarily complies with the provisions of the
Listing Rules applicable to closed-ended investment companies.
The Company became a member of the AIC with effect from
28 May 2019 and has therefore put in place arrangements
to comply with the AIC Code and, in accordance with the
AICCode, complies with the UK Code.
The AIC Code and the AIC Guide are available on the
AIC’swebsite, https://www.theaic.co.uk.
The AIC Code, as explained by the AIC Guide, 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, by reference
to the AIC Guide, provides better information to Shareholders.
The UK Code is available on the Financial Reporting
Council’s website, https://www.frc.org.uk.
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.
For the reasons set out in the AIC Guide, and 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 not established a
separate remuneration committee as the Company has no
executive officers, nor has it established a Senior Independent
Director due to the size of the Board and the Company.
TheBoard is satisfied that any relevant issues that arise can
beproperly considered by the Board.
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 and Risk Committee Report.
THE BOARD
The Company is led and controlled by a Board of Directors,
which is collectively responsible for the long-term success of the
Company. It does so by creating and preserving value, and has
as its foremost principle, acting in the interests of Shareholders,
whilst having regard to the interests of wider society.
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.
As at the date of this report, the Board consists of three
non-executive Directors, all of whom are independent of
the Company’s Investment Manager. All Directors were
appointed on 2 April 2019 and served throughout the year.
The AIC Code requires that Directors be subject to an annual
election by Shareholders, and the Directors comply with this
requirement. All of the Directors, including the Chairman,
shall offer themselves for re-election at the forthcoming
AGM. The strong and diverse mix of experienced individuals
on the current Board enables high calibre debate and
constructive challenge. Having considered their effectiveness,
demonstration of commitment to the role, length of service,
attendance at meetings and contribution to the Board’s
deliberations, the Board approves the nomination for
re-election of all of the Directors.
At each subsequent AGM of the Company, each of the
Directors at the date of the notice convening the AGM shall
retire from office and may offer themselves for election or
re-election by the Shareholders, in accordance with corporate
governance best practice.
CORPORATE GOVERNANCE REPORT
29
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024 Riverstone Credit Opportunities Income Plc
All capitalised terms are defined in the list of defined terms on page 74 to 75 unless separately defined.
CORPORATE GOVERNANCE REPORT CONTINUED
The Board is also responsible for reviewing and considering
any actual or potential conflicts of interest referred to it in
accordance with the Company’s conflicts of interest policy
and approving any such conflicts. At least annually, the Board
reviews the adequacy of disclosure to Shareholders regarding
potential conflicts of interest and the effectiveness of the
Company’s conflicts of interest policy. In addition, the Board
is responsible for reviewing and approving any related party
transactions. Other key matters requiring Board approval
include capital structure, the Company’s distribution policy
and changes to the Investment Policy.
In the performance of its duties, the Board is committed to
maintaining a good understanding of the views of Shareholders
and considerable importance is attached to communicating
with Shareholders.
THE CULTURE
The Board discussed the Company’s culture over the course
of the year. It was agreed that the Company’s culture is built
around that of the Investment Manager, with a focus on long
lasting relationships with a diverse investor base; sustainable
investment excellence; and a world class team demonstrating
extensive industry knowledge.
The Board continues to operate in a respectful, transparent
and inclusive manner, where constructive challenge of
opinions is welcomed and differences of perspectives are
encouraged. The Board also undertakes continued engagement
with the Investment Manager and other advisors to ensure that
practices and behaviour throughout the business are aligned
with the Company’s purpose and strategy.
The Board will continue to monitor the Company’s culture
on an annual basis through continued engagement with
Shareholders and management.
DIVERSITY POLICY
The Board monitors developments in corporate governance to
ensure the Board remains aligned with best practice especially
with respect to the increased focus on diversity. TheBoard
acknowledges the importance of diversity, (including gender,
social and ethnic backgrounds and cognitive and personal
strengths) for the effective functioning of the Board and
commits to supporting diversity in the boardroom. It is
the Board’s ongoing aspiration to have a well-diversified
representation. The Board also values diversity of business
skills and experience because Directors with diverse skills sets,
capabilities and experience gained from different geographical
backgrounds enhance the Board by bringing a wide range of
perspectives to the Company.
The Chairman of the Board is independent and is appointed
inaccordance with the Company’s Articles of Incorporation.
Mr. Jeffery 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 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 Company
Secretary assists the Board and Committee Chairs in agreeing
the agenda in sufficient time before the meeting to enable input
from key stakeholders. Care is taken to ensure that presentation
of papers are clear with the appropriate level of detail to assist
the Board and Committees in discharging their duties.
The Board utilises a web-based system which provides
ready access to Board and Committee papers and materials.
Theprimary focus at Board meetings is a review of investment
performance and associated matters such as asset allocation,
share price discount/premium management, investor relations,
peer group information, gearing, industry issues and principal
and emerging risks and uncertainties in particular those
identified in the Strategic Report on pages 6 to 15.
The Board may request to be supplied in a timely manner
with information by the Investment Manager, Administrator,
Company Secretary and other advisers in a form and of a
quality to enable it to discharge its duties.
The Company has adopted a share dealing code based on the
requirements of the UK Market Abuse Regulation for the Board
and will seek 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.
The Board also considers whether the Company has inside
information and if an announcement obligation has arisen.
The Board reviews the scope and content of disclosures in
order to ensure that information released to the market by
the Company is appropriate. It is responsible for reviewing
the systems, procedures and controls in place to enable the
Company to comply with its legal and regulatory obligations
in relation to inside information.
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024 Riverstone Credit Opportunities Income Plc
30
All capitalised terms are defined in the list of defined terms on page 74 to 75 unless separately defined.
Duties and Responsibilities
The Board has overall responsibility for the Company’s
activities, including reviewing its investment activity,
performance, business conduct and policy. The Directors
alsoreview and supervise the Company’s delegates and
serviceproviders, including the Investment Manager.
The Directors may delegate certain functions to other parties.
In particular, the Directors have delegated responsibility for
management of the Company’s portfolio of investments to the
Investment Manager.
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 strategic objectives and budgets ensuring that
any necessary corrective action is taken;
• ensuring appropriate internal controls and risk
management frameworks are in place to manage and
continually assess risk;
• appointing, 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 quarterly distributions and the Company’s
distribution policy;
• approving any transactions with ’related parties’ for the
purposes of the Company’s voluntary compliance with the
applicable sections of the UK Listing Rules;
• reviewing the Company’s valuation policy and proposed
valuations of its investments;
• reviewing the Company’s corporate governance arrangements;
• providing constructive challenge and strategic guidance
and offering specialist advice; and
• approving any actual or potential conflicts of interest.
The Board recognises the importance of an inclusive and
diverse Board in facilitating a collaborative culture and
enhancing the delivery of the Company’s strategic objectives.
The Board will continue to monitor and actively work
on ensuring that it maintains and nurtures a Board that
is as diverse as possible. This baseline representation and
understanding will help inform the development of future
initiatives on diversity and inclusion.
As at the date of this report, the Board comprised two men and
one woman, all non-executive Directors who are considered to
be independent of the Investment Manager and free from any
business or other relationship that could materially interfere
with the exercise of their independent judgement.
The Investment Manager has a diverse employee base and
continues to dedicate recruitment resources to increasing
diversity across all positions and levels.
BOARD TENURE AND RE-ELECTION
As the Company was incorporated on 11March 2019, there
are no issues to be considered by the Board with respect to
long tenure. In accordance with the AIC Code, in the event
that any Director, including the Chairman, shall have been
in office (or on re-election would have been 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. The Board will consider its
composition and succession planning on an ongoing basis.
All Directors will stand for annual re-election at each AGM.
In accordance with the AIC Code, the Board recognises that
Directors serving nine years or more may appear to have their
independence impaired. However, the Board may nonetheless
consider Directors to remain independent and will provide a
clear explanation within future Annual Reports and financial
statements as to its reasoning. A Director who retires at
anAGM 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.
The Board will consider its composition and succession
planning on an ongoing basis.
The Board recommends that Shareholders vote in favour
ofthe re-election of all Directors at the upcoming AGM
oftheCompany.
31
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024 Riverstone Credit Opportunities Income Plc
All capitalised terms are defined in the list of defined terms on page 74 to 75 unless separately defined.
CORPORATE GOVERNANCE REPORT CONTINUED
DIRECTORS’ ATTENDANCE AT BOARD
ANDCOMMITTEE MEETINGS
One of the key criteria the Company uses when selecting
non-executive Directors is their confirmation prior to their
appointment that they will be able to allocate sufficient time to
the Company to discharge their responsibilities in a timely and
effective manner.
The Board formally met 9 times during the year.
Directors are encouraged when they are unable to attend a
meeting to give the Chairman 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 meeting schedule.
The number of meetings of the full Board and Committees in
the period year to 31December 2024 and attendance by each
Director is set out below:
The Directors have access to the advice and services of the
Administrator, who is responsible to the Board for ensuring
that Board procedures are followed and that it complies
with applicable law and regulations of the LSE. Where
necessary, incarrying out their duties, the Directors may seek
independent professional advice and services 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’ Responsibilities Statement. The Board
has responsibility for ensuring that the Company keeps proper
accounting records which disclose with reasonable accuracy
at any time the financial position of the Company and which
enable it to ensure that the financial statements comply with
applicable regulations. It is the Board’s responsibility to
present a fair, balanced and understandable Annual Report,
which provides the information necessary for Shareholders
to assess the performance, strategy and business model of
the Company. This responsibility extends to the half-yearly
financial reports, quarterly portfolio valuations and other
price-sensitive public reports.
BOARD MEETINGS
(MAX 10)
AUDIT AND RISK
COMMITTEE MEETINGS
(MAX 4)
NOMINATION
COMMITTEE MEETINGS
(MAX 1)
MANAGEMENT ENGAGEMENT
COMMITTEE MEETINGS
(MAX 1)
TENURE AS AT
31DECEMBER 2024
Director A B A B A B A B
Reuben Jeffery, III 9 9 4 4 1 1 1 1 5years 9months
Emma Davies 9 9 4 4 1 1 1 1 5years 9months
Edward Cumming-Bruce 9 8 4 3 1 1 1 1 5years 9months
Column A: indicated the number of meetings held during the year.
Column B: indicates the number of meetings attended by the Director during the year.
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.
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024 Riverstone Credit Opportunities Income Plc
32
All capitalised terms are defined in the list of defined terms on page 74 to 75 unless separately defined.
The principal duties of the Audit and Risk Committee are to
consider the appointment of the independent auditors, to discuss
and agree with the independent auditors the nature and scope
of the audit, to keep under review the scope, results, quality and
effectiveness of the audit and the independence and objectivity
of the independent auditors, and to review the independent
auditors’ letter of engagement, Audit Planning Report and
Audit Results Report. The Audit and Risk Committee also
monitors and reviews the adequacy and effectiveness of internal
control and risk management systems and advises the Board
on the Company’s overall risk appetite. The Audit and Risk
Committee meets at least three times a year.
Nomination Committee
The Nomination Committee meets at least once a year
pursuant to its terms of reference. The Nomination Committee
is chaired by Mr. Cumming-Bruce and comprises all of the
non-executive Directors.
The Nomination Committee is convened for the purpose of
considering the appointment of additional Directors as and
when considered appropriate. The Nomination Committee
recognises the continuing importance of planning for the future
and ensuring that succession plans are in place. Withregard
to Board appointments, the Nomination Committee prepares
specifications of the roles and responsibilities, including expected
time commitments, andconsideration is given to the existing
experience, knowledge and background of current Board
members, as wellas the strategic and business objectives of the
Company. The Committee would then use open advertising
and/or an external search consultancy to facilitate recruitment.
In considering appointments to the Board, the Nomination
Committee will take into account the ongoing requirements
of the Company and evaluate the balance of skills, experience,
independence, and knowledge of each candidate while promoting
diversity of gender, and of social and ethnic background.
Therefore, appointments will be made on personal merit and
against objective criteria with the aim of bringing new skills and
different perspectives to the Board whilst taking into account the
existing balance of knowledge, experience and diversity.
In the case of candidates for non-executive directorships,
care will be 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 Committee ensure that it operates in a
rigorous and transparent manner. The Board believes that, as a
whole, it comprises an appropriate balance of skills, experience
and knowledge. The Board also believes that diversity of
experience and approach, including gender diversity, amongst
Board members is of great importance and it is the Company’s
policy to give careful consideration to issues of Board balance
and diversity when making new appointments.
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 is of
theview that no one individual or small group dominates
decision-making. 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.
The Board has three standing Committees, being the Audit
and Risk Committee, the Nomination Committee and
the Management Engagement Committee. The roles and
responsibilities of each Committee are included in their
respective paragraphs below. 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 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 are made available to all Directors and feedback
from each of the committees is provided to the Board by the
respective committee Chairman at the next Board meeting.
The Chairman 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.
Audit and Risk Committee
The Audit and Risk Committee is chaired by Ms. Davies and
comprises all the non-executive Directors. The Audit and Risk
Committee, the Investment Manager, the Administrator and
the external auditor, Ernst & Young LLP, have held discussions
regarding the audit approach and identified risks. The external
auditor attends Audit and Risk Committee meetings and
a separate private meeting is also held routinely to afford
them the opportunity of discussions without the presence of
management. The Audit and Risk Committee activities are
contained in the Report of the Audit and Risk Committee on
pages 37 to 40.
The Company’s Audit and Risk Committee, among other
things, considers the appointment, independence and
remuneration of the independent auditors and reviews the
financial statements and accounting policies.
33
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024 Riverstone Credit Opportunities Income Plc
All capitalised terms are defined in the list of defined terms on page 74 to 75 unless separately defined.
CORPORATE GOVERNANCE REPORT CONTINUED
On 20 February 2024, the Nomination Committee
conductedan internal evaluation of the Board and its
Committee’s and individual Directors. This was in the
formof performance appraisal, questionnaires and discussion
to determine effectiveness and performance in various areas,
as well as the Directors’ continued independence and tenure.
Thisprocess was facilitated by the Company Secretary.
Thereview concluded that the overall performance of the
Board and Audit and Risk Committee was satisfactory and
theBoard was confident in its ability to continue to govern
theCompany effectively.
New Directors receive an induction on joining the Board
andregularly meet with the senior management employed
by the Investment Manager both formally and informally to
ensure that the Board remains regularly updated on all issues.
All members of the Board are members of professional bodies
and serve on other Boards, which ensures they are kept abreast
of the latest technical developments in their areas of expertise.
The Board arranges for presentations from the Investment
Manager, the Company’s brokers and other advisers on matters
relevant to the Company’s business. The Board will assess the
training needs of Directors on an annual basis.
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 and emerging risks facing the
Company, including those that would threaten its business
model, future performance, solvency or liquidity. As further
explained in the Audit and Risk Committee Report, the
risks of the Company are outlined in a risk matrix which was
reviewed and updated during the year. The Board continually
reviews its policy setting and updates the risk matrix at
least quarterly to ensure that procedures are in place with
the intention of identifying, mitigating and minimising the
impactof risks should they crystallise.
The Nomination 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 Committee and the Board confirm that they
believe that the Board has an appropriate mix of skills and
backgrounds and was selected with that in mind, that a majority
of Directors should 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 election of all Directors at the upcoming
AGMof the Company.
Management Engagement Committee
The Management Engagement Committee is chaired by
Mr. Jeffery and comprises all of the non executive Directors.
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 advisers
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
advisers’ appointments with the aim of evaluating performance,
identifying any weaknesses and ensuring value for money for
the Shareholders. On 13 November 2024, the Management
Engagement Committee formally reviewed the performance
of the Investment Manager and other service providers and
confirmed that performance had been satisfactory to date.
Remuneration Committee
The AIC Code recommends that companies appoint a
Remuneration Committee, however the Board has not deemed
this necessary, as being wholly comprised of non-executive
Directors, the whole Board considers these matters.
BOARD PERFORMANCE AND EVALUATION
In accordance with Provision 26 of the AIC Code, the Board
is required to undertake a formal and rigorous evaluation
of its performance on an annual basis. Such an evaluation of
the performance of the Board as whole, the Audit and Risk
Committee, the Nomination Committee, the Management
Engagement Committee, individual Directors and the
Chairman is carried out under the mandate of the Nomination
Committee. The Board believes that the current mix of skills,
experience, knowledge and age of the Directors is appropriate
to the requirements of the Company.
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024 Riverstone Credit Opportunities Income Plc
34
All capitalised terms are defined in the list of defined terms on page 74 to 75 unless separately defined.
The systems of control referred to above are designed to
ensure effectiveness and efficient operation, internal control
and compliance with laws and regulations. In establishing the
systems of internal control, 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 or loss. This process has been
in place for the year under review and up to the date of approval
of this Annual Report and financial statements. It is reviewed by
the Board and is 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 has been appointed as the sole
investment manager of the Company and the SPVs. Pursuant
to the Investment Management Agreement, the Investment
Manager has responsibility for and discretion over managing
the Company’s and the SPVs’ direct and indirect assets, subject
to, and in accordance with, the Company’s revised 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. A summary of fees
paid to the Investment Manager is given in note 12 to the
financial statements.
The Investment Manager’s appointment is terminable by
theInvestment Manager or the Company on not less than
12months’ notice, and such notice is not to expire prior to the
third anniversary of Admission. The Investment Management
Agreement may be terminated with immediate effect and
without compensation, by either the Investment Manager
orthe Company if the other party has gone into liquidation,
administration or receivership or has committed a material
breach of the Investment Management Agreement.
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.
The Board as a whole reviewed the Company’s compliance with
the UK Code, the Listing Rules, the Disclosure Guidance and
Transparency Rules and the AIC Code. In accordance with Listing
Rule 15.6.2(2)R and having formally appraised the performance
and resources of the Investment Manager, in the opinion of the
Directors, the continuing appointment of the Investment Manager
on the terms agreed is in the interests of the Shareholders as a whole.
The Board is pleased with the performance of the Investment
Manager, based on the selection of high-quality E&P, midstream,
energy services, solar, lithium-ion, power and coal sectors.
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 Administrator 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 advisers and appointments are
made by the Board after due and careful consideration.
The Board monitors the ongoing performance of such
agents and advisers 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 Administrator provides administration and company
secretarial services to the Company;
• The Administrator maintains a system of internal control
on which they report to the Board;
• the Audit and Risk Committee monitors risks, including
those of the Administrator and Investment Manager; and
• the Board has reviewed the need for an internal audit
function and has decided that the systems and procedures
employed by the Administrator and 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’ investments 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 Administrator and Investment
Manager both operate risk controlled frameworks on an ongoing
basis within a regulated environment. The Administrator
formally reports to the Board quarterly through a compliance
report and holds the International Standard on Assurance
Engagements (ISAE) 3402 Type 2 certification. This entails an
independent rigorous examination and testing of their controls
and processes. 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 Administrator or
Investment Manager have been identified.
35
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024 Riverstone Credit Opportunities Income Plc
All capitalised terms are defined in the list of defined terms on page 74 to 75 unless separately defined.
CORPORATE GOVERNANCE REPORT CONTINUED
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.
OTHER STAKEHOLDERS
The wider stakeholders of the Company comprise its service
providers, investee companies and suppliers and the Board
recognises and values these stakeholders.
As an investment trust with no employees, 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 established a Management
Engagement Committee, who review the performance of each
service provider annually and provide feedback as appropriate,
to maintain good working relationships.
The Company’s investment helps to ensure that the investee
companies have the resources to perform well, which helps
to drive the local economies in which these companies are
located. 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
Administrator, in conjunction with the Investment Manager,
ensures all payments are processed within the contractual terms
agreed with the individual suppliers.
WHISTLEBLOWING
The Board has considered arrangements by which staff of the
Investment Manager or Administrator 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.
By order of the Board
REUBEN JEFFERY, III
Chairman
25February 2025
SUB-MANAGEMENT AGREEMENT
On 31December 2023, Riverstone Holdings LLC and
their affiliate Riverstone Investment Group (collectively,
“Riverstone“) entered into an agreement with Breakwall
Capital LP to provide sub-management services for all credit
vehicles managed by Riverstone, including RCOI. Breakwall
is a newly formed independent asset-management firm
regulated by the SEC as a Registered Investment Advisor,
owned and operated by the existing Riverstone Credit
Partners team. Services provided by Breakwall commenced
on2January 2024.
Under the arrangement, Riverstone has remained the Manager of
RCOI on the terms of RCOI's existing management agreement
and all aspects of the ongoing management of theCompany,
including the day-to-day investment team hasremained
consistent with current practices.Breakwall, as Sub-Manager, in
its capacity as Sub-Manager to the Manager, the Sub-Manager
shall recommend to the Manager each and every action to be
taken by the Manager pursuant to the governing agreements
of the Existing Credit Vehicles. There has been no increase in
fees payable by RCOI as a result of the modified arrangements.
TheBoard of RCOI was involved in establishing the
Sub-Management agreement and are confident that the structure
of Riverstone as manager and Breakwall as the sub-manager
willcontinue to deliver strong returns for shareholders.
RELATIONS WITH SHAREHOLDERS
The Board welcomes Shareholders’ views and places great
importance on communication with its Shareholders.
TheCompany’s AGM provides a forum for Shareholders to
meet and discuss issues with the Directors of the Company.
TheChairman and other Directors are also available to meet
with Shareholders at the AGM to hear their views and discuss any
issues or concerns, including in relation to Board composition,
governance and strategy, or at other times, if required.
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 is published each year outlining performance to
30 June and the Annual Report is published each 31December
year-end, both of which are 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 Directors and Investment Manager receive informal
feedback from analysts and investors, which is presented to the
Board by the Company’s Broker.
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024 Riverstone Credit Opportunities Income Plc
36
All capitalised terms are defined in the list of defined terms on page 74 to 75 unless separately defined.
AUDIT AND RISK COMMITTEE REPORT
• oversee the relationship with the external auditor,
including agreeing its remuneration and terms of
engagement, review its reporting, monitoring its
independence, objectivity and effectiveness, ensuring
that any non-audit services are appropriately considered,
and making recommendations to the Board on its
appointment, re-appointment or removal, for it to put
tothe Shareholders in general meeting;
• monitor and consider annually whether there is a need for
the Company to have its own internal audit function;
• keep under review the effectiveness of the Company’s
internal controls, including financial controls and risk
management systems;
• review and consider the UK Code, the AIC Code, and
the AIC Guidance on Audit Committees; and
• report to the Board on how it has discharged
its responsibilities.
The Audit and Risk Committee is aware that certain sections
of the Annual Report are not subject to formal statutory audit,
including the Chairman’s Statement, the Investment Manager’s
Report and certain sections of the Directors’ Remuneration
Report. Financial information in these sections is reviewed by
the Audit and Risk Committee.
The Audit and Risk 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 was invited to attend the Audit and Risk
Committee meetings at which the Annual Report and Interim
Financial Report were considered. They have the opportunity
to meet with the Committee without representatives of the
Investment Manager or Administrator being present at least
once per year.
The Audit and Risk Committee, chaired by
Ms. Emma Davies, operates within clearly
defined terms of reference, which are available
from the Company’s website, and include all
matters indicated by Disclosure Guidance and
Transparency Rule 7.1, the AIC Code and the
UKCode.
Its other members are Mr. Reuben Jeffery, III and Mr. Edward
Cumming-Bruce. Members of the Audit and Risk Committee
must be independent of the Company’s external auditor
and Investment Manager. Although Mr. Reuben Jeffery, III
is Chairman of the Company, the Board believes that it is
appropriate for him to be a member of the Audit and Risk
Committee, given the size of the Company’s Board. The Audit
and Risk Committee meets no less than three times in a year,
and at such other times as the Audit and Risk Committee Chair
requires, and meets the external auditor at least once a year.
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.
RESPONSIBILITIES
The main duties of the Audit and Risk 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;
• report to the Board on the appropriateness of the
Company’s accounting policies and practices;
• consider the ongoing assessment of the Company as a
going concern and assessment of longer-term viability;
• 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;
37
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024 Riverstone Credit Opportunities Income Plc
All capitalised terms are defined in the list of defined terms on page 74 to 75 unless separately defined.
AUDIT AND RISK COMMITTEE REPORT CONTINUED
• detailed review of the valuations of the Company’s
investment portfolio 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 on pages 39 to 40; and
• review of the Company’s key risks and internal controls.
The Audit and Risk Committee met on 25February 2025 to
review the results of the audit and to consider and approve the
Annual Report for the year ended 31December 2024.
SIGNIFICANT AREAS OF JUDGEMENT
CONSIDERED BY THE AUDIT AND
RISKCOMMITTEE
The Audit and Risk Committee has determined that a key risk
of misstatement of the Company’s financial statements relates
to the valuation of its investments at fair value through profit
or loss, in the context of the judgements necessary to evaluate
market values of the underlying investments.
In view of the Company’s investments and the nature of the
assets, no adjustment to the NAV of the investments has been
made, as this is deemed equivalent to fair value.
The Audit and Risk 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.
As outlined in note 4 to the financial statements, the total
carrying value of the investments at fair value through
profit or loss at 31December 2024 was $62.7million
(2023: $94.6million).
FINANCIAL REPORTING
The primary role of the Audit and Risk Committee in relation
to financial reporting is to review with the Administrator,
the 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 where there has been discussion with
the external auditor including going concern and
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.
To aid its review, the Audit and Risk Committee considers
reports from the Administrator and the Investment Manager.
MEETINGS
During the year ended 31December 2024, the Audit and Risk
Committee met 4 times formally and there was ongoing liaison
and discussion between the external auditor and the Audit and
Risk Committee Chair with regards to the audit approach and
the identified risks.
The matters discussed at those meetings include:
• review of the terms of reference of the Audit and Risk
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;
• discussion and approval of the fee for the external audit;
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024 Riverstone Credit Opportunities Income Plc
38
All capitalised terms are defined in the list of defined terms on page 74 to 75 unless separately defined.
RISK MANAGEMENT
The Board is accountable for carrying out a robust assessment of
the principal and emerging risks facing the Company, including
those threatening its business model, future performance,
solvency and liquidity. On behalf of the Board, the Audit and
Risk Committee reviews the effectiveness of the Company’s risk
management processes. 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 and Risk Committee. The work
of the Audit and Risk Committee was driven primarily by the
Company’s assessment of its principal risks and uncertainties
as set out in the Strategic Report. The Audit and Risk
Committee receives reports from the Investment Manager and
Administrator on the Company’s risk evaluation process and
reviews changes to significant risks identified.
INTERNAL AUDIT
The Audit and Risk Committee considers at least once a year
whether or not there is a need for an internal audit function.
Currently, the Audit and Risk 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.
EXTERNAL AUDIT
Ernst & Young LLP has been the Company’s external
auditorsince the Company’s incorporation. This is the
sixthyear of audit.
The external auditor is required to rotate the audit partner
every five years. The previous Ernst & Young LLP lead audit
partner Mike Gaylor ended his rotation ended with the
audit of the 2023 Annual Report and Financial statements.
AhmerHuda is now the new Ernst & Young LLP lead audit
partner, starting his tenure in 2024, and his rotation will end
with the audit of 2028 or when the Company is fully wound
up (whichever is earlier). There are no contractual obligations
restricting the choice of external auditor and the Company
will put the audit services contract out to tender at least every
ten years. Under Companies Law, the re-appointment of the
external auditor is subject to Shareholder approval at the AGM.
The Audit and Risk Committee continues to monitor the
performance of the external auditor on an annual basis and
considers its independence and objectivity, taking account
of appropriate guidelines. In addition, the Committee Chair
continues 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.
On a quarterly basis, the Investment Manager provides a
detailed analysis of the NAV. This analysis is considered and
challenged by the Audit and Risk Committee and subsequently
approved by the Board. The Audit and Risk Committee has
satisfied itself that the key estimates and assumptions used in
the valuation model are appropriate and that the investments
have been measured at fair value.
The valuation for each individual investment held by the SPVs
is determined by reference to common industry valuation
techniques, including comparable public market valuation,
comparable merger and acquisition transaction valuation, and
discounted cash flow valuation, as detailed in notes 2 and 4 to
the financial statements.
The valuation process and methodology was discussed with the
Investment Manager and with the external auditor at the Audit
and Risk Committee meetings held on, 7 August 2024 and
25February 2025. Due to the illiquid and subjective nature
of the Company’s SPV investments, the Investment Manager
uses an independent third-party valuation provider to prepare
quarterly valuations and has provided a detailed valuation
report to the Company at each quarter.
The external auditor has explained the results of their audit
work on valuations in the Independent Auditor’s Report on
pages 41 to 48. There were no adjustments proposed that were
material in the context of the Annual Report and financial
statements as a whole.
Following the outcome of the vote held at the AGM on
22 May 2024, the Company adopted a revised investment
objective and investment policy in order to facilitate a
managed wind-down of the Company. As a result, the Audit
and Risk Committee recommended to the Directors that it
was appropriate to adopt a basis other than a going concern
inpreparing the financial statements.
39
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024 Riverstone Credit Opportunities Income Plc
All capitalised terms are defined in the list of defined terms on page 74 to 75 unless separately defined.
Fees paid to the Company’s Auditor during the year are
asfollows:
FOR THE
YEAR ENDED
31DECEMBER
2024
$'000
FOR THE
YEAR ENDED
31DECEMBER
2023
$'000
Fees to the Company's Auditor
for audit of the statutory financial statements 297 255
for other audit related services 31 29
328 284
Other fees paid to the Company’s Auditor for other audit
related services of $31k (2023: $29k) were in relation to a
review of the Interim Report. The fees for other audit related
services were in relation to a review of the Interim Report.
There were $nil fees paid for other non-audit services in the
year (31December 2023: $nil).
The Audit and Risk Committee is satisfied with
Ernst & Young LLP’s effectiveness and independence as
external auditor having considered the degree of diligence
andprofessional scepticism demonstrated. Having carried
outthe review described above, and having satisfied itself
thatthe external auditor remains independent and effective.
The Audit and Risk 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 2024. Accordingly, a resolution proposing the
re-appointment of Ernst & Young LLP as the Company’s
external auditor will be put to Shareholders at the AGM.
On behalf of the Audit and Risk Committee
EMMA DAVIES
Audit and Risk Committee Chair
25February 2025
The Audit and Risk 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 any non-audit fees. Notwithstanding such services,
the Audit and Risk 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 and
Risk Committee are aware of the Ethical Standard 2019 that
imposes a cap on fees to be charged by a company’s external
auditor for certain non-audit services at 70 percent of the average
statutory audit fees for the previous three years. This precludes
Ernst & Young LLP from providing any non-audit services not
permissible under the Ethical Standard 2019 which also sets a
presumption that Ernst & Young LLP should only be engaged
for non-audit services where they are best placed to provide
those services, for example the interim review. Note 10 details
services provided by Ernst & Young LLP during the year.
To fulfil its responsibility regarding the independence of the
external auditor, the Audit and Risk 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.
AUDIT AND RISK COMMITTEE REPORT CONTINUED
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024 Riverstone Credit Opportunities Income Plc
40
All capitalised terms are defined in the list of defined terms on page 74 to 75 unless separately defined.
OPINION
We have audited the financial statements of Riverstone
Credit Opportunities Income Plc (‘the Company’) for the
year ended 31 December 2024 which comprise the Statement
of Financial Position, Statement of Comprehensive Income,
Statement of Changes in Equity, Statement of Cash Flows and
the related notes 1 to 18, including material accounting policy
information. The financial reporting framework that has been
applied in their preparation is applicable law and UK-adopted
International Accounting Standards.
In our opinion, the financial statements:
• give a true and fair view of the Company’s affairs as at
31December 2024 and of its loss for the year then ended;
• have been properly prepared in accordance with
UK-adopted International Accounting Standards; and
• have been prepared in accordance with the requirements
of the Companies Act 2006.
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 wind-down of
the Company, approved by the Shareholders on 22 May 2024,
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 in the UK, including the 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
• Risk of incorrect valuation of investments
and resulting impact on the Statement
ofComprehensive Income
• Risk of incorrect calculation and
allocationof the profit share payable
totheInvestment Manager
• Risk of incomplete or inaccurate revenue
recognition, including with respect to
payment in kind (‘PIK’) interest
Materiality • Overall materiality of $626k, which
represents 1% of Net assets.
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, the potential impact of climate change and changes in
the business environment when assessing the level of work to
beperformed.
INDEPENDENT AUDITOR’S REPORT
41
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024 Riverstone Credit Opportunities Income Plc
All capitalised terms are defined in the list of defined terms on page 74 to 75 unless separately defined.
INDEPENDENT AUDITOR'S REPORT CONTINUED
Our audit effort in considering the impact of climate change
on the financial statements was focused on evaluating
management’s assessment of the impact of climate risk,
physical and transition, their climate commitments, the effects
of material climate risks and the significant judgements and
estimates disclosed in note 3 and whether these have been
appropriately reflected in asset values where these are impacted
by future cash flows and associated sensitivity disclosures
(see note 4) following the requirements of UK-adopted
International Accounting Standards. As part of this evaluation,
we performed our own risk assessment, supported by our
climate change internal specialists, to determine the risks of
material misstatement in the financial statements from climate
change which needed to be considered in our audit.
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 materially 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.
Climate change
Stakeholders are increasingly interested in how climate change
will impact companies. The Company has determined that
the most significant future impacts from climate change on its
operations will be from environmental exposures and existing
and proposed environmental legislation and regulation that
may adversely affect the operations of investee companies.
These are explained page 11 in the Principal, Emerging Risks
and Uncertainties section of the Strategic Report. 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”.
In planning and performing our audit we assessed the potential
impacts of climate change on the Company’s business and any
consequential material impact on its financial statements.
The Company has explained in note 3 how they have reflected
the impact of climate change in their financial statements.
Significant judgements and estimates relating to climate change
are included in note 3. These disclosures also explain where
governmental and societal responses to climate change risks
are still developing, and where the degree of uncertainty of
these changes means that they cannot be taken into account
when determining asset valuations under the requirements of
UK-adopted International Accounting Standards. In note 4 to
the financial statements, supplementary sensitivity disclosures
of the impact of changes in unobservable valuation inputs have
been provided.
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024 Riverstone Credit Opportunities Income Plc
42
All capitalised terms are defined in the list of defined terms on page 74 to 75 unless separately defined.
RISK OUR RESPONSE TO THE RISK
KEY OBSERVATIONS COMMUNICATED
TO THE AUDIT AND RISK COMMITTEE
Risk of incorrect valuation of
investments and resulting impact
on the Statement of Comprehensive
Income (2024: $62,735k,
2023:$94,639k)
Refer to the Audit Committee Report
(page 38); Accounting policies (page 55);
and Note 4 of the Financial Statements
(page 59).
The Company invests, via other wholly
owned entities, in senior secured loans
and other unlisted securities issued by
borrowers operating in the energy sector.
Third party valuation specialists
prepare valuations in accordance with
International Financial Reporting
Standard 13 Fair Value Measurement
(‘IFRS 13’) and International Private
Equity and Venture Capital Valuation
(‘IPEV’) guidelines with certain inputs
determined by the Investment Manager
and are reported to the Board quarterly.
The valuation of the investments
is material, complex and includes
judgements and significant estimates,
including the impact of climate change
on significant assumptions. There is
therefore a risk that the valuation of
investments is materially misstated.
There is also an incentive and
opportunity for the Investment Manager
to inflate the investment valuations.
Unrealised gains or losses are calculated
as the difference between the fair value of
the investment at the end of the year and
the fair value at the start of the year and
are presented in the Capital column on
the Statement of Comprehensive Income.
We have:
• obtained an understanding of the Investment
Manager’s and the Administrator’s processes
and controls surrounding the trade
processing and valuation of investments by
performing our walkthrough procedures,
in which we evaluated the design and
implementation of controls.
• for a sample of investments, with the
assistance of EY valuation specialists:
– obtained the valuation models for the
related assets to assess whether the
valuation methodology adopted is
consistent with the requirements of
IFRS 13 and IPEV guidelines;
– challenged the appropriateness of
assumptions used in the application
of the valuation models including the
discount rate used in the yield analysis;
– verified key inputs used within the
valuation models to supporting
documentation including, credit
agreements , paydown notices and
counterparty confirmations;
– performed corroborative calculations
and compared our results to the
valuations determined by the
Investment Manager; and
– performed back testing of the
prospective financial information (‘PFI’)
for the investee companies to assess if
the current year PFI is appropriate.
• considered the wider economic factors such
as climate change and the macroeconomic
environment throughout the procedures
performed on the valuation of investments,
by challenging whether the valuation
methodologies and assumptions used
areappropriate;
• agreed the investment valuation movements
within underlying accounting records to
our year-end valuation work;
• recalculated the unrealised gains/
(losses) for the year, considering our
procedures performed over the valuation
ofinvestments; and
• performed journal entry testing, in
ordertoaddress the residual risk of
management override.
The results of our audit procedures
identified no material misstatements
in relation to the incorrect
valuation of investments and
resulting impact on the Statement
of Comprehensive Income.
43
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024 Riverstone Credit Opportunities Income Plc
All capitalised terms are defined in the list of defined terms on page 74 to 75 unless separately defined.
RISK OUR RESPONSE TO THE RISK
KEY OBSERVATIONS COMMUNICATED
TO THE AUDIT AND RISK COMMITTEE
Risk of incorrect calculation
and allocation of the profit share
payable to the Investment Manager
(2024:$nil, 2023: $873k)
Refer to the Audit Committee
Report (page 38); Accounting policies
(page57); and Note 12 of the Financial
Statements (page 66).
Per the terms of the Investment
Management Agreement (‘IMA’) and
the prospectus (‘the agreements’), a
profit share is payable to the Investment
Manager at a rate of 20% where the
Company’s distributable income
exceeds an amount equal to 4% of
the Company’s capital. An additional
profit share of 10% is payable where
the Company’s distributable income
exceeds an amount equal to 8% of the
Company’s capital. The profit share
is payable quarterly with an annual
reconciliation in the last quarter of the
year. The annual profit share payable
is subject to a cap of 5% of net asset
value and a potential adjustment in the
event the Company suffers a capital loss
that causes the closing Net Asset Value
per Ordinary Share for the year to fall
below the lower of: (a) $1.00; or (b) the
closing Net Asset Value per Ordinary
Share for the prior year.
As the agreement is open to
interpretation, there is the risk that the
model used to calculate the profit share
payable does not accurately reflect the
terms of the agreement. There is also
incentive for the Investment Manager to
manipulate the model to increase profit
share payable to them. TheInvestment
Manager does not receive any
remuneration other than the profit
share payable for the period. The model
is also manually calculated, creating
opportunity for management override.
We have:
• obtained an understanding of the
Investment Manager and Administrator’s
processes and controls surrounding the
profit share calculation, by performing
our walkthrough procedures, in which we
evaluated the design and implementation
ofcontrols;
• verified the model for calculating the profit
share is consistent with the terms outlined
in the agreement, which remain unchanged
from the prior year;
• recalculated the profit share payable to
the Investment Manager for the year
and agreed the key inputs to underlying
financial records and the agreements;
• verified that all of the performance
conditions laid out in the agreements have
not been met, by comparing the Company’s
distributable income to the Company’s
capital and testing the profit share amount
relative to the cap. We concurred with
management that a capital loss adjustment
was required for the current year as the Net
Asset Value per Ordinary Share was below
$1.00. We have recalculated the capital
loss adjustment in line with the prospectus
to ascertain the value of the loss to be
carried forward to next year’s profit share
calculation; and
• performed journal entry testing, in
ordertoaddress the residual risk of
management override.
The results of our audit procedures
identified no material misstatement
in relation to calculation and
allocation of the profit share
payable to the Investment Manager.
Duetoall the performance
conditions not being met, no profit
share was payable to the Investment
Manager for the current year.
INDEPENDENT AUDITOR'S REPORT CONTINUED
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024 Riverstone Credit Opportunities Income Plc
44
All capitalised terms are defined in the list of defined terms on page 74 to 75 unless separately defined.
RISK OUR RESPONSE TO THE RISK
KEY OBSERVATIONS COMMUNICATED
TO THE AUDIT AND RISK COMMITTEE
Risk of incomplete or inaccurate
revenue recognition, including
with respect to PIK interest
(2024:$5,649k, 2023: $9,220k)
Refer to the Audit Committee
Report (page 38); Accounting policies
(page56); and Note 4 of the Financial
Statements (page 60).
The Company’s investment in its
SPVs comprises an equity and a loan
investment. Investment income is
receivable from the equity investment in
the form of dividend income and the loan
made to Riverstone International Credit
Corporation (‘RICC’) accrues interest
at a rate of 9.27% per annum. Interest is
also receivable from the loans made, via
the SPVs, to investee companies. Asthe
inputs to the calculations of both the
dividend and interest income are based
on observable inputs, there is no element
of subjectivity.
There is the possibility for interest to
be paid in the form of a payment-in-kind
(‘PIK’) at both the Company level
and investee company level. Thereis
a degree of estimation required to
assess the likelihood that any PIK
interest accrued will be recoverable
with repayment of the principal
loan. ThePIK interest accrued at the
SPV level is $1,752k (2023 $1,791k).
Accordingly, a risk that any PIK interest
accrued may not be fully realisable.
While the Company’s investment
objective is now to realise the
Company’s assets on a timely basis,
revenue recognised will impact the
value of cash that can be returned to
investors, and it is therefore important
that revenue is accurately recognised.
We have:
• obtained an understanding of the
Investment Manager and Administrator’s
processes and controls surrounding the
calculation and recognition of revenue,
including PIK interest by performing our
walkthrough procedures;
• reviewed the Company loan schedule and
verified that there were no outstanding PIK
balances due at the year-end;
• recalculated the interest income, vouching
key inputs to the supporting loan agreement
and interest income received to bank
statements. We compared this to the amount
recorded per the financial statements;
• vouched the dividends received by
theCompany and a sample of cash
interestrepayments in the year to
bankstatements; and
• Performed journal entry testing, in
ordertoaddress the residual risk of
management override.
For the PIK interest accrued at an investee
company level we have:
• obtained the Administrator’s calculations
ofPIK interest;
• agreed key inputs to underlying executed
loan agreements; and
• recalculated the expected PIK interest and
compared this to the amount recorded by
the Administrator.
In order to assess reasonableness and
recoverability of the accrued PIK interest,
weassessed the performance of the underlying
investee companies, with reference to our
procedures performed over the valuation
ofinvestments.
The results of our audit procedures
identified no material misstatement
in relation to the incomplete or
inaccurate revenue recognition
with respect to PIK interest.
45
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024 Riverstone Credit Opportunities Income Plc
All capitalised terms are defined in the list of defined terms on page 74 to 75 unless separately defined.
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 $626k
(2023: $960k), which is 1% (2023: 1%) of Net assets.
Webelieve that Net assets is the most relevant measure of the
Company’s performance to the stakeholders of the Company.
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 75% (2023:
75%) of our planning materiality, namely $469k (2023: $720k).
We have set performance materiality at this percentage based
on the fact that there were no material uncorrected prior
year misstatements. We have also confirmed that the control
environment is consistent with the prior year and there have
been no significant changes in circumstances.
Reporting threshold
An amount below which identified misstatements are considered as
being clearly trivial.
We agreed with the Audit and Risk Committee that we would
report to them all uncorrected audit differences in excess of
$31k (2023: $48k), 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, 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.
OPINIONS ON OTHER MATTERS PRESCRIBED BY
THE COMPANIES ACT 2006
In our opinion the part of the Directors’ Remuneration Report
to be audited has been properly prepared in accordance with
the Companies Act 2006.
In our opinion, based on the work undertaken in the course
ofthe audit:
• the information given in the Strategic Report and the
Directors’ Report for the financial year for which the
financial statements are prepared is consistent with the
financial statements; and
• the Strategic Report and Directors’ Report have been
prepared in accordance with applicable legal requirements.
INDEPENDENT AUDITOR'S REPORT CONTINUED
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024 Riverstone Credit Opportunities Income Plc
46
All capitalised terms are defined in the list of defined terms on page 74 to 75 unless separately defined.
• 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 page 14;
• Directors’ statement on fair, balanced and understandable
set out on page 24;
• Board’s confirmation that it has carried out a robust
assessment of the emerging and principal risks set out
on page 34;
• The section of the annual report that describes the review
of effectiveness of risk management and internal control
systems set out on page 35; and
• The section describing the work of the audit committee
set out on page 37.
RESPONSIBILITIES OF DIRECTORS
As explained more fully in the Directors’ Responsibilities
Statement set out on page 28, 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.
MATTERS ON WHICH WE ARE REQUIRED
TOREPORT BY EXCEPTION
In the light of the knowledge and understanding of the
Company and its environment obtained in the course of the
audit, we have not identified material misstatements in the
Strategic Report or Directors’ Report.
We have nothing to report in respect of the following matters
in relation to which the Companies Act 2006 requires us to
report to you if, in our opinion:
• adequate accounting records have not been kept, or
returns adequate for our audit have not been received from
branches not visited by us; or
• the financial statements and the part of the Directors’
Remuneration Report to be audited are not in agreement
with the accounting records and returns; or
• certain disclosures of Directors’ remuneration specified by
law are not made; or
• we have not received all the information and explanations
we require for our audit.
CORPORATE GOVERNANCE STATEMENT
As the Company is listed on the Specialist Fund Segment of the
London Stock Exchange, the Directors have voluntarily complied
with the UK Corporate Governance Code (the“Code”) and
have prepared a Corporate Governance Statement in accordance
with the Disclosure Guidance and Transparency Rules of the
Financial Conduct Authority (“FCA”).
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 Code specified for our review by the
Listing Rules.
Aside from the impact of the matters disclosed in the emphasis
of matter section, 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 page 13;
• 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 page 14;
47
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024 Riverstone Credit Opportunities Income Plc
All capitalised terms are defined in the list of defined terms on page 74 to 75 unless separately defined.
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 and
Risk Committee, we were appointed by the Company
on 2 April 2019 to audit the financial statements for the
year ending 31 December 2019 and subsequent financial
periods. We executed our engagement letter with the
Company on 12 December 2022.
• The period of total uninterrupted engagement including
previous renewals and reappointments is 6 years, covering
the years ending 31 December 2019 to 31 December 2024.
• The audit opinion is consistent with the additional report
to the Audit and Risk Committee.
USE OF OUR REPORT
This report is made solely to the Company’s members,
as a body, in accordance with Chapter 3 of Part 16 of the
Companies Act 2006. 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.
AHMER HUDA (SENIOR STATUTORY AUDITOR)
for and on behalf of Ernst & Young LLP,
Statutory Auditor
London
26February 2025
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 management.
• We obtained an understanding of the legal and regulatory
frameworks that are applicable to the Company and
determined that the most significant are UK-adopted
International Accounting Standards, the Companies
Act 2006, the UK Corporate Governance Code,
Section 1158 of the Corporation Tax Act 2010, the
Association of Investment Companies’ Code and
Statement of Recommended Practice and The Companies
(Miscellaneous Reporting) Regulations 2018.
• We understood how the Company is complying with
those frameworks through discussions with the Audit and
Risk Committee and Company Secretary and review of
Board minutes and the Company’s documented policies
and procedures.
• We assessed the susceptibility of the Company’s financial
statements to material misstatement, including how fraud
might occur by considering the key risks impacting the
financial statements. We identified a fraud and management
override risk in relation to the incorrect calculation and
allocation of the profit share payable to the Investment
Manager and in relation to the incorrect valuation of
investments. Further discussion of our approach is set out
in the section on key audit matters above.
• Based on this understanding we designed our audit
procedures to identify non-compliance with such laws and
regulations. Our procedures involved making inquiries of
the Investment Manager, Administrators and the Directors
and by reviewing legal costs of the Company and minutes
of Board and committee meetings for any indication of
non-compliance.
Notes:
1. The maintenance and integrity of the Riverstone Credit Opportunities Income Plc web site is the responsibility of the Directors; the work carried out by the
auditors does not involve consideration of these matters and, accordingly, the auditors accept no responsibility for any changes that may have occurred to the
financial statements since they were initially presented on the web site.
2. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
INDEPENDENT AUDITOR'S REPORT CONTINUED
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024 Riverstone Credit Opportunities Income Plc
48
All capitalised terms are defined in the list of defined terms on page 74 to 75 unless separately defined.
NOTE
31DECEMBER
2024
$'000
31DECEMBER
2023
$'000
Non-current assets
Investments at fair value through profit or loss 4 – 94,639
– 94,639
Current assets
Investments at fair value through profit or loss 4 62,735 –
Dividends receivable 4 – 1,728
Trade and other receivables 6 169 97
Cash and cash equivalents 328 627
63,232 2,452
Current liabilities
Trade and other payables 7 (678) (1,067)
Net current assets 62,554 1,385
Net assets 62,554 96,024
Equity
Share capital 8 682 908
Capital redemption reserve 8 318 92
Other distributable reserves 8 61,795 90,528
Retained (losses) / earnings 9 (241) 4,496
Total Shareholders' funds 62,554 96,024
Number of Shares in issue at year end 68,157,036 90,805,237
Net assets per share (cents) 13 91.78 105.75
The financial statements of the Company were approved and authorised for issue by the Board of Directors on 25February 2025
and signed on its behalf by:
STATEMENT OF FINANCIAL POSITION
As at 31December 2024
Company number: 11874946
The accompanying notes on pages 53 to 72 form an integral part of these financial statements.
REUBEN JEFFERY, III
Chairman
EMMA DAVIES
Director
49
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024 Riverstone Credit Opportunities Income Plc
All capitalised terms are defined in the list of defined terms on page 74 to 75 unless separately defined.
FOR THE YEAR ENDED 31DECEMBER 2024 FOR THE YEAR ENDED 31DECEMBER 2023
NOTE
REVENUE
$’000
CAPITAL
$’000
TOTAL
$’000
REVENUE
$’000
CAPITAL
$’000
TOTAL
$’000
Investment (loss)
Change in fair value of investments at fair
value through profit or loss 4 – (8,557) (8,557) – (1,334) (1,334)
– (8,557) (8,557) – (1,334) (1,334)
Income
Investment income 4 5,649 – 5,649 9,220 – 9,220
5,649 – 5,649 9,220 – 9,220
Expenses
Directors’ fees and expenses 16 (156) – (156) (160) – (160)
Other operating expenses (1,222) – (1,222) (1,177 ) – (1,177 )
Liquidation expenses (468) – (468) – – –
Profit share 12 – – – (873) – (873)
Total expenses (1,846) – (1,846) (2,210) – (2,210)
Operating (loss) / profit for the year 3,803 (8,557) (4,754) 7,010 (1,334) 5,676
Finance income
Interest income 17 – 17 44 – 44
Total finance income 17 – 17 44 – 44
(Loss) / profit for the year before tax 3,820 (8,557) (4,737) 7,054 (1,334) 5,720
Tax 11 - - – – – –
(Loss) / profit for the year after tax 3,820 (8,557) (4,737) 7,0 54 (1,334) 5,720
(Loss) / profit and total comprehensive
(loss) / income for the year 3,820 (8,557) (4,737) 7,05 4 (1,334) 5,720
(Loss) / profit and total comprehensive
(loss) / income for the year attributable to:
Equity holders of the Company 3,820 (8,557) (4,737) 7,054 (1,334) 5,720
Earnings per share
Basic and diluted (loss) earnings per
Share(cents) 13 4.56 (10.21) (5.65) 7.77 (1.47) 6.30
The ‘Total’ column of this statement is the profit and loss account of the Company and the ‘Revenue’ and ‘Capital’ columns
represent supplementary information prepared under guidance issued by the Association of Investment Companies. Profit/(loss) for
the year after tax also represents Total Comprehensive Income.
STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31December 2024
The accompanying notes on pages 53 to 72 form an integral part of these financial statements.
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024 Riverstone Credit Opportunities Income Plc
50
All capitalised terms are defined in the list of defined terms on page 74 to 75 unless separately defined.
FOR THE YEAR ENDED 31DECEMBER 2024 NOTE
SHARE
CAPITAL
$’000
CAPITAL
REDEMPTION
RESERVE
$’000
OTHER
DISTRIBUTABLE
RESERVES
$’000
RETAINED
EARNINGS
$’000
TOTAL
$’000
Opening net assets attributable to Shareholders 908 92 90,528 4,496 96,024
Share redemption (226) 226 (23,104) – (23,104)
Total comprehensive loss for the year – – – (4,737) (4,737)
Distributions paid in the year 14 – – (5,629) – (5,629)
Closing net assets attributable to Shareholders 682 318 61,795 (241) 62,554
Following the IPO of the Company, the share premium account was cancelled by a court order dated 16 July 2019. The amount of
$97,000 remaining in the share premium account of the Company at this date was subsequently cancelled and transferred to other
distributable reserves. This may be applied in any manner in which the Company’s profits available for distribution are able to be
applied, as determined in accordance with the Companies Act 2006.
The Company’s total distributable reserves comprise its other distributable reserve and retained earnings, excluding unrealised
movement on its investments. After taking account of cumulative unrealised loss of $6.4m and distributions made, the total amount
of reserves that were distributable as at 31 December 2024 were $68.0m.
Details of the Company’s retained earnings are shown in note 9.
FOR THE YEAR ENDED 31DECEMBER 2023 NOTE
SHARE
CAPITAL
$’000
CAPITAL
REDEMPTION
RESERVE
$’000
OTHER
DISTRIBUTABLE
RESERVE
$’000
RETAINED
EARNINGS
$’000
TOTAL
$’000
Opening net assets attributable to Shareholders 908 92 90,528 6,948 98,476
Share redemption – – – – –
Total comprehensive income for the year – – – 5,720 5,720
Distributions paid in the year 14 – – – (8,172) (8,172)
Closing net assets attributable to Shareholders 908 92 90,528 4,496 96,024
After taking account of cumulative unrealised gains of $2.1m and distributions made, the total amount of reserves that were
distributable as at 31December 2023 were $92.9m.
STATEMENT OF CHANGES IN EQUITY
For the year ended 31December 2024
The accompanying notes on pages 53 to 72 form an integral part of these financial statements.
51
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024 Riverstone Credit Opportunities Income Plc
All capitalised terms are defined in the list of defined terms on page 74 to 75 unless separately defined.
NOTE
FOR THE YEAR
ENDED
31DECEMBER
2024
$'000
FOR THE YEAR
ENDED
31DECEMBER
2023
$'000
Cash flows from operating activities
(Loss)/profit for the year before tax (4,737) 5,720
Adjustments for non-cash transactions in profit for the year before tax:
Interest income (17) (44)
Movement in fair value of investments 4 8,557 1,334
Investment income 4 (5,649) (9,220)
Adjustments for statement of financial position movement:
Movement in payables (389) (822)
Movement in receivables (74) 15
Bank interest received in cash 18 56
Loan interest received 4 5,370 5,366
Dividends received 2,322 5,437
Net cash generated from operating activities 5,401 7,842
Cash flows from investing activities
Investment proceeds 4 23,033 –
Net cash generated from investing activities 23,033 –
Cash flows from financing activities
Distributions paid 14 (5,629) (8,172)
Repurchase and cancellation of share capital 8 (23,104) –
Net cash used in financing activities (28,733) (8,172)
Net movement in cash and cash equivalents during the year (299) (330)
Cash and cash equivalents at the beginning of the year 627 957
Cash and cash equivalents at the end of the year 328 627
STATEMENT OF CASH FLOWS
For the year ended 31December 2024
The accompanying notes on pages 53 to 72 form an integral part of these financial statements.
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024 Riverstone Credit Opportunities Income Plc
52
All capitalised terms are defined in the list of defined terms on page 74 to 75 unless separately defined.
1. GENERAL INFORMATION
The Company was incorporated and registered in England and Wales on 11March 2019 with registered number
11874946 as a public company limited by shares under the Companies Act 2006 (the ‘‘Act’’). The principal legislation
under which the Company operates is the Act. The Directors intend, at all times, to conduct the affairs of the
Company so as to enable it to qualify as an investment trust for the purposes of section 1158 of the Corporation
TaxAct 2010, as amended.
2. MATERIAL ACCOUNTING POLICY INFORMATION
Basis of preparation
The financial statements have been prepared in accordance with the provisions of the Companies Act 2006, with the
UK-adopted International Accounting Standards, the Disclosure Guidance and Transparency Rules of the United
Kingdom’s Financial Conduct Authority. Where presentational guidance set out in the AIC SORP, 2022 edition,
isconsistent with the requirements of UK-adopted IAS, the Directors have sought to prepare the financial statements
on a basis compliant with the recommendations of the AIC SORP. In particular, supplementary information which
analyses the Statement of Comprehensive Income between items of a revenue and capital nature has been presented
alongside the total Statement of Comprehensive Income.
The annual financial statements have been prepared on a realisation basis (basis other than going concern). As a result
of the change of basis and considering the costs of the wind-down process a provision of liquidation expenses of $343k
has been recorded in trade and other payables. The investments at fair value through profit or loss have been presented
within current assets as the loans in the Company’s portfolio is expected to be realised under one year. The Company
in its best efforts, intends to realise and return to shareholders proceeds in respect to its investment portfolio within one
year of entering into managed wind-down. No other material adjustments to accounting policies or the valuation basis
have arisen as a result of ceasing to apply the going concern basis. All of the balance sheet items have been recognised on
a realisation basis, which is not materially different from the fair valued carrying amount. This basis of preparation has
been amended from the Company’s 2023 annual financial statements. The comparative amounts to the annual financial
statements have not been restated. The Company’s 2023 annual financial statements were prepared on the historic
cost basis, as modified for the measurement of certain financial instruments at fair value through profit or loss and in
accordance with UK-adopted IAS and with those parts of the Companies Act 2006 applicable to companies under
UK-adopted IAS.
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. At the AGM held
on 22 May 2024 the Shareholders voted in favour of a change in the Company’s Investment Policy to a Wind-Down
Investment Policy.
The Company’s Investment objective and Wind-Down Investment Policy is to “realise the Company’s assets on a
timely basis with the aim of making progressive returns of cash to holders of Ordinary shares as soon as practicable.”
The Investment Manager is actively seeking exit opportunities to realise the loans comprising the Company's portfolio
and returning the resulting proceeds to Shareholders. 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.
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 consider that the change to the Company’s objectives and Investment Policy are in the best interests of
Shareholders as a whole.
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31December 2024
53
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024 Riverstone Credit Opportunities Income Plc
All capitalised terms are defined in the list of defined terms on page 74 to 75 unless separately defined.
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
For the year ended 31December 2024
2. MATERIAL ACCOUNTING POLICY INFORMATION CONTINUED
In conjunction with the Company amending its Investment Policy to a Wind-Down Investment Policy, the senior
secured revolving credit facility’s credit agreement with the Company was also amended. The RCF credit agreement
was amended to allow an aggregate amount of borrowings of up to $500,000 in order to optimise cash flows during
the managed wind-down. The amendment also sets forth a Utilisation Fee of one percent per annum due and payable
quarterly by the Company to the lender.
As of 31 December 2024, the Company has sufficient cash held in the SPVs reflected in the value of the Company’s
investments in the SPVs. As of the date of the financial statements, the Company and its SPVs have $15.7m cash and
cash equivalents available of which $14.3 is short-term money market fix deposits and the remaining $1.4m in cash
within the SPVs and the Company. The Company’s and its SPVs current cash will be able to meet the near-term
current liabilities when they become due.
Whilst the Directors are satisfied that the Company has adequate resources to continue in operation throughout the
wind-down period and will be able to meet all of its liabilities as they fall due, given the Company is now in managed
wind-down the Directors considered it appropriate to adopt a basis other than going concern in preparing the financial
statements. There were no material changes in the valuation of investments held at fair value as a result of ceasing to
apply the going concern basis. All of the balance sheet items have been recognised on a realisation basis, which is not
materially different from the carrying amount. 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.
As of 31 December 2024, the weighted average remaining contractual tenor of the loans in the Company's portfolio is
under one year. The Investment Manager is actively seeking to realise the loans comprising the Company’s portfolio
by holding them until they come to term or dispose in the secondary market where it considers this to be in the best
interests of the Company. The Company in its best efforts, intends to realise and return to shareholders all proceeds in
respect to its investment portfolio within one year of entering into the managed wind-down.
On 9 September 2024, the Company redeemed 22,648,201 Ordinary Shares, which was approximately 25per cent. of
the Company’s Ordinary Shares by way of a Compulsory Redemption of Ordinary Shares. The Directors will make
further announcements on the progress of the managed wind-down strategy and the return of cash to Shareholders in
due course.
Foreign currencies
The functional currency of the Company is US Dollar reflecting the primary economic environment in which the
Company operates, where most transactions are expected to take place in US Dollar. Additionally, the Ordinary
Shares of the Company are listed in US Dollar. The Company has chosen US Dollar as its presentation currency for
financial reporting purposes.
Transactions during the year, including income and expenses, are translated into US Dollar at the rate of exchange
prevailing on the date of the transaction. Monetary assets and liabilities denominated in currencies other than US
Dollar 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 US Dollar 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 US Dollar 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
other financial instruments were immaterial and have been included as other operating expenses in the Statement of
Comprehensive Income.
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024 Riverstone Credit Opportunities Income Plc
54
All capitalised terms are defined in the list of defined terms on page 74 to 75 unless separately defined.
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
When financial assets are recognised initially, they are measured at fair value. Fair value is defined as the price that
would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants
atthe measurement date.
a) Investments at fair value through profit or loss
i. Classification and measurement
The Company’s investments are classified as held at fair value through profit or loss as they are managed in
aportfolio of assets on a fair value basis. Financial assets held at fair value through profit or loss are initially
recognised at fair value, which is normally the transaction price, and are subsequently valued at fair value.
ii. Fair value estimation
The SPVs hold and manage the Company’s underlying investments, which are valued at fair value, based
onIPEV Valuation Guidelines and the UK-adopted IAS. The fair value of the SPVs is considered to be their
net asset value incorporating a fair valuation of the underlying investments. The Directors believe that this is
appropriate, as:
• the underlying investments within the SPVs are held on a fair value basis as described below and
have taken into account risks to fair value, inclusive of liquidity discounts, through appropriate
discount rates;
• the Company wholly owns the SPVs and thus is entitled to all of their economic rights; and
• the Directors take all these items into consideration and would make adjustments to net asset value,
ifdeemed necessary.
Valuation process
The Investment Manager is responsible for proposing the valuation of the assets held by the Company through the
SPVs and the Directors are responsible for reviewing the Company’s valuation policy and approving the valuations.
Valuation specialist
Due to the illiquid and subjective nature of the Company's underlying investments, the Investment Manager uses a
third party valuation provider to perform a full independent valuation of the underlying investments. This includes
the third party valuation provider selecting the valuation methodology and/or comparable companies; identifying the
cash flows and appropriate discount rate utilised in a yield analysis; and providing a final value range to the Investment
Manager. The valuation adviser independently values the assets and provides analyses to support the methodology in
addition to presenting calculations used to generate output.
b) Cash and cash equivalents
Cash includes cash on hand and demand deposits. Cash equivalents 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.
Cash and cash equivalents are used for cash management purposes, primarily for the payment of expenses
and distributions.
c) Trade 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 current
circumstances and expectations of future losses.
55
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024 Riverstone Credit Opportunities Income Plc
All capitalised terms are defined in the list of defined terms on page 74 to 75 unless separately defined.
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
For the year ended 31December 2024
2. MATERIAL ACCOUNTING POLICY INFORMATION CONTINUED
A financial asset is derecognised (in whole or in part) either:
• when the Company has transferred substantially all the risks and rewards of ownership; or
• when it has neither transferred nor retained substantially all the risks and rewards and when it no longer has
control over the assets or a portion of the asset; or
• when the contractual right to receive cash flow has expired.
Financial liabilities
Trade payables are classified as financial liabilities at amortised cost.
A financial liability is derecognised (in whole or in part) when the Company’s obligations is discharged, cancelled or
expires. For example, by paying the creditor or when the Company is legally released from primary responsibility for
the liability either by law or by the creditor.
Equity
The Company’s Ordinary Shares are classified as equity and upon issuance, the fair value of the consideration received
is included in equity. All other share issue costs of the Company, which were otherwise chargeable to equity, were
borne by the Investment Manager.
Capital Redemption Reserve
This is a non-distributable reserve, holding amounts that are transferred following the purchase of the Company’s own
share capital out of distributable reserves.
Distributable Reserves
Distributable reserves are those profits available for the purpose of a distribution to Ordinary Shareholders.
Thisincludes its other distributable reserve and retained earnings, excluding unrealised movement on its investments.
The Company’s retained earnings include the revenue reserve and the capital reserve. The Revenue reserve is the
accumulation of distributable profit and losses through the statement of comprehensive income and the capital reserve
is an accumulation of unrealised gains and losses in the fair value of investments.
Repurchase of Ordinary Shares for cancellation
The cost of repurchasing Ordinary Shares including the related stamp duty and transactions costs is charged to the
‘Other distributable reserves’ and presented in the Statement of Changes in Equity. Share repurchase transactions
are accounted for on a trade date basis. The nominal value of ordinary share capital repurchased and cancelled is
transferred out of ‘Share capital’ and into the ‘Capital redemption reserve’
Distributions
Distributions payable are recognised as distributions in the financial statements when the Company’s obligation to
make payment has been established.
Income recognition
Dividend income is recognised when the Company’s entitlement to receive payment is established. Interest income is
recognised using the effective interest method. Interest income due, but not received, is capitalised with the principal
amount of the loan. Dividend and interest income is allocated to the Revenue column and are included within
Investment income line on the Statement of Comprehensive Income.
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 year in which they are incurred.
Expenses are charged through the Revenue account except those which are capital in nature, including those which are
incidental to the acquisition, disposal or enhancement of an investment, which are accounted for through the Capital account.
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024 Riverstone Credit Opportunities Income Plc
56
All capitalised terms are defined in the list of defined terms on page 74 to 75 unless separately defined.
Profit Share
Profit Share is recognised on an accrual basis in the statement of Comprehensive Income for the year and is based on
the Company’s income. The Profit Share is payable quarterly, at the same time as the Company pays its distributions.
It is subject to an annual reconciliation of the year to date Profit Share, calculated using the year to date net income,
to the aggregate quarterly Profit Share for the year. The Profit Share will be limited to a maximum of 5 percent of the
prevailing NAV in the last quarter of each year. The Profit Share is also subject to a capital loss adjustment as explained
in note 12.
The amount payable in respect of the annual Profit Share is as detailed in note 12.
Taxation
It is the intention of the Directors to conduct the affairs of the Company so that it satisfies the conditions in section
1158 Corporation Tax Act 2010 and the Investment Trust (Approved Company) (Tax) Regulations 2011for it to be
approved by HMRC as an investment trust.
In respect of each accounting period for which the Company is and continues to be approved by HMRC as an
investment trust, the Company will be exempt from UK corporation tax on its chargeable gains and its capital profits
from creditor loan relationships. The Company will, however, be subject to UK corporation tax on its income
(currently at a rate of 25 percent).
In principle, the Company will be liable to UK corporation tax on its dividend income. However, there are
broad-ranging exemptions from this charge which would be expected to be applicable in respect of most of the
distributions the Company may receive.
A company that is an approved investment trust in respect of an accounting period is able to take advantage of modified
UK tax treatment in respect of its ‘‘qualifying interest income’’ for an accounting period. It is expected that the Company
will have material amounts of qualifying interest income and that it may, therefore, decide to designate some or all of
the distribution paid in respect of a given accounting period as interest distributions. To the extent that the Company
receives income from, or realises amounts on the disposal of, investments in foreign countries it may be subject to foreign
withholding or other taxation in those jurisdictions. To the extent it relates to income, this foreign tax may, to the extent
not relievable under a double tax treaty, be able to be treated as an expense for UK corporation tax purposes, or it may be
treated as a credit against UK corporation tax up to certain limits and subject to certain conditions.
Deferred tax is provided on all temporary differences at the balance sheet date between the tax basis of assets and
liabilities and their carrying amount for financial reporting purposes. Deferred tax is calculated at the tax rates that are
expected to apply to the year when a liability is settled or an asset is realised, based on tax rates (and tax laws) that have
been enacted or substantively enacted at the balance sheet date.
Segmental reporting
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 Company’s Net Asset Value,
ascalculated under UK-adopted IAS, and therefore no reconciliation is required between the measure of profit or loss
used by the Board and that contained in the Annual Report.
For management purposes, the Company is organised into one single operating segment, which invests through
itsSPVs in a diversified portfolio of debt instruments, issued by Borrowers operating in the energy sector.
All of the Company’s investments are located in the United States. Due to the Company’s nature, it has no customers.
New and amended standards and interpretations
Accounting standards and interpretations have been published and are mandatory for the Company’s accounting
periods beginning on or after 1 January 2024. The following is the new or amended accounting standard or
interpretation applicable to the Company:
• Amendments to IAS 1 – Classification of Liabilities as Current or Non-current and Non-current Liabilities with
Covenants (effective for annual periods beginning on or after 1 January 2024);
The impact of the above amendment was not material to the reported results and financial position of the Company.
57
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024 Riverstone Credit Opportunities Income Plc
All capitalised terms are defined in the list of defined terms on page 74 to 75 unless separately defined.
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
For the year ended 31December 2024
2. MATERIAL ACCOUNTING POLICY INFORMATION CONTINUED
Certain new accounting standards and amendments to accounting standards have been published that are not
mandatory for 31 December 2024 reporting periods and have not been early adopted by the Company. The new
standard and amendments are not expected to have a material impact, on the entity in future reporting periods and
onforeseeable future transactions.
• 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);
• Amendments to IAS 21 Lack of exchangeability (effective for annual periods beginning on or after 1 January 2025);
• Amendments to IFRS 9 and IFRS 7 – Classification and Measurement of Financial Instruments (effective for
annual periods beginning on or after 1 January 2026);
• Annual Improvements to IFRS Accounting Standards – Volume 11 (effective for annual periods beginning on or
after 1 January 2026).
3. SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS
The preparation of the 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 management experience and other factors,
including expectations of future events that are believed to be reasonable under the circumstances.
Judgements
In the process of applying the Company’s accounting policies, management has made the following judgements,
whichhave the most significant effect on the amounts recognised in the financial statements:
Assessment as an Investment Entity
IFRS 10‘Consolidated Financial Statements’ sets out the following three essential criteria that must be met, if a
company is to be considered as an Investment Entity:
1. it must obtain funds from multiple investors for the purpose of providing those investors with investment
management services;
2. it must commit to its investors that its business purpose is to invest funds solely for returns from capital
appreciation, investment income, or both; and
3. it must measure and evaluate the performance of substantially all of its investments on a fair value basis.
In satisfying the second essential criterion, the notion of an investment time frame is critical and an Investment Entity
should have an exit strategy for the realisation of its investments. Also as set out in IFRS 10, further consideration
should be given to the typical characteristics of an Investment Entity, which are that:
• it should have more than one investment, to diversify the risk portfolio and maximise returns;
• it should have more than one investment, to diversify the risk portfolio and maximise returns;
• it should have multiple investors, who pool their funds to maximise investment opportunities;
• it should have investors that are not related parties of the entity; and
• it should have ownership interests in the form of equity or similar interests.
The Directors are of the opinion that the Company meets the essential criteria and typical characteristics of an
Investment Entity as noted above. Therefore the SPVs are measured at fair value through profit or loss, in accordance
with IFRS 9 ‘Financial Instruments’. Fair value is measured in accordance with IFRS 13 ‘Fair Value Measurement’.
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024 Riverstone Credit Opportunities Income Plc
58
All capitalised terms are defined in the list of defined terms on page 74 to 75 unless separately defined.
Judgement on Valuation of investments in SPVs
The Board’s determination of whether a discount or premium should be applied to the net asset value of the SPV
involves a degree of judgement due to the nature of the underlying investments and other assets and liabilities and
thevaluation techniques and procedures adopted by the SPV. The resulting accounting estimates will, by definition,
seldom equal the related actual results.
Assessment of the SPVs as structured entities
The Company considers the SPVs to be structured entities as defined by IFRS 12 ‘Disclosure of Interests in Other
Entities’. Transfer of funds by the SPVs to the Company is determined by the Investment Manager. The risks associated
with the Company’s investment in the SPVs are disclosed in note 15. The summarised financial information for the
Company’s investment in the SPVs is disclosed in note 4.
Estimates and assumptions
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 investments (see note 4).
Revisions to accounting estimates are recognised in the year in which the estimate is revised and in any future years affected.
Climate change
In preparing the financial statements, the Directors have considered the impact of climate change, particularly in the
context of the climate change risks.
As disclosed in the Strategic Report, the Company’s positioning and investment strategy is now focused towards
managing energy-transition investments in either Green Loans or Sustainability-Linked Loans, supporting the
advancement of decarbonisation and enhancing sustainability.
In preparing the financial statements, the Directors have considered the medium and longer term cash flow impacts
ofclimate change on a number of key estimates within the financial statements, including:
• the estimates of future cash flows used in the assessment of fair value of investments; and
• the estimates of future profitability used in the assessment of distributable income and profit share.
These considerations did not have a material impact on the financial reporting judgements and estimates in the current
year. This reflects the conclusion that climate change is not expected to have a significant impact on the Company’s
short-term cash flows including those considered in the going concern and viability assessments.
4. INVESTMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS
The following table shows the reconciliation of the opening and closing amounts of level 3 financial assets which are
recorded at fair value.
FOR THE YEAR ENDED
31DECEMBER 2024
FOR THE YEAR ENDED
31DECEMBER 2023
LOANS
$'000
EQUITY
$'000
TOTAL
$'000
LOANS
$'000
EQUITY
$'000
TOTAL
$'000
Opening balance 60,800 33,839 94,639 59,397 35,173 94,570
Reclassification of loan interest receivable – – – 1,263 – 1,263
Movement in loan interest receivable (315) – (315) 140 – 140
Investment proceeds (15,892) (7,140) (23,032) – – –
Unrealised movement in fair value
ofinvestments – (8,557) (8,557) – (1,334) (1,334)
44,593 18,142 62,735 60,800 33,839 94,639
59
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024 Riverstone Credit Opportunities Income Plc
All capitalised terms are defined in the list of defined terms on page 74 to 75 unless separately defined.
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
For the year ended 31December 2024
4. INVESTMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS CONTINUED
As set out above the Company’s investment in Riverstone International Credit Corp. comprises of a loan
investmentand an equity investment and the investment in Riverstone International Credit L.P. comprises of an
equityinvestment. The SPVs invest in a diversified portfolio of direct and indirect investments in loans, notes,
equity,bonds and debt instruments.
The investments are classified as current assets for the current year due to the Company’s expectation that the
Investment’s will be realised within 12 months.
Interest receivable on the loan investment at 31 December 2024 was $1.1m (2023: $1.4m) and is included in investments
at fair value through profit and loss. The loan interest receivable at 31 December 2023 has been re-presented as the
reclassification of loan interest receivable of $1.3m and the movement in loan interest receivable of $0.1m. The unrealised
movement in fair value of investments was shown in the Change in fair value of investments at fair value through profit or
loss in the Statement of Comprehensive Income.
The dividend receivable on the equity investment at 31December 2024 was $nil (31December 2023: $1.7m). The total
unfunded commitments of the Company’s SPVs’ investments as at 31December 2024 is $nil (31December 2023: $6.4m).
Reconciliation of investment income recognised in the year.
FOR THE
YEAR ENDED
31DECEMBER
2024
$'000
FOR THE
YEAR ENDED
31DECEMBER
2023
$'000
Movement in loan interest receivable at year end (315) 140
Loan interest received as cash 5,370 5,366
Total loan interest recognised in the year 5,055 5,506
Dividend income 594 3,714
Total investment income recognised in the year 5,649 9,220
Total cash received in relation to interest income in the year was $5.4m (2023: $5.4m). This comprises $5.4m (2023:
$5.4m) of loan interest recognised in the year and $nil (2023: $nil) of amounts capitalised in the prior period.
Fair value measurements
IFRS 13 requires disclosure of fair value measurement by level. The level of fair value hierarchy within the financial assets
or financial liabilities is determined on the basis of the lowest level input that is significant to the fair value measurement.
Financial assets and financial liabilities are classified in their entirety into only one of the following 3 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); and
• Level 3 – inputs for assets or liabilities that are not based on observable market data (unobservable inputs).
The Directors consider observable data to be market data that is readily available, regularly distributed or updated, reliable
and verifiable, not proprietary, and provided by independent sources that are actively involved in the relevant market.
The only financial instruments held at fair value are the instruments held by the Company in the SPVs, which are fair
valued at each reporting date. The Company’s investments have been classified within level 3 as the investments are
not traded and contain unobservable inputs.
There have been no transfers between levels during the year (2023: none). Any transfers between the levels would be
accounted for on the last day of each financial period.
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024 Riverstone Credit Opportunities Income Plc
60
All capitalised terms are defined in the list of defined terms on page 74 to 75 unless separately defined.
Valuation methodology and process Investments in SPVs
The Directors base the fair value of investment in the SPVs on the fair value of their assets and liabilities, adjusted if
necessary, to reflect liquidity, future commitments, and other specific factors of the SPVs and Investment Manager, in
addition to cash and short-term money market fixed deposits. Any fluctuation in the value of the SPVs’ investments
held will directly impact on the value of the Company’s investment in the SPVs.
The Company’s investment in Riverstone International Credit Corp. comprises a debt and an equity instrument and is
valued as one unit of account.
Investments held by SPVs
The SPVs’ investments are valued using the techniques described in the Company’s valuation policy, as outlined in
note 2. The Investment Manager’s assessment of fair value of investments held by the SPVs is determined in accordance
with IPEV Valuation Guidelines. When valuing the SPVs’ 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.
Initially, acquisitions are valued at fair value, which is normally the transaction price. Subsequently, and as appropriate,
the Investment Manager values the investments on a quarterly basis using common industry valuation techniques,
including comparable public market valuation, comparable merger and acquisition transaction valuation and discounted
cash flow valuation. The techniques used in determining the fair value of the Company’s investments through its SPVs
are selected on an investment by investment basis so as to maximise the use of market based observable inputs. These
techniques also reflect the impact of primary and transition risks on the portfolio, although the impact of the risks is
minimal as the maximum investment period is seven years. As disclosed in note 2, due to the illiquid and subjective
nature of the Company's underlying investments, the Investment Manager uses a third party valuation provider to
perform a full independent valuation of the underlying investments.
Quantitative information of significant unobservable inputs – Level 3– SPV
DESCRIPTION
31DECEMBER
2024
$'000
VALUATION
TECHNIQUE
UNOBSERVABLE
INPUT
RANGE / WEIGHTED
AVERAGE
$’000
SPV 62,735
Adjusted net
asset value NAV 62,735
The Directors believe that it is appropriate to measure the SPVs at their adjusted net asset value, incorporating
a valuation of the underlying investments which has taken into account risks to fair value, inclusive of liquidity
discounts, through appropriate discount rates.
Sensitivity analysis to significant changes in unobservable input within Level 3 hierarchy
The significant unobservable input used in the fair value measurement categorised within Level 3 of the fair value
hierarchy together with a quantitative sensitivity analysis as at 31December 2024 are as shown below:
DESCRIPTION INPUT
SENSITIVITY
USED
EFFECT ON
FAIR VALUE
$'000
SPV NAV -3% (1,882)
The Company’s valuation policy is compliant with both UK-adopted IAS and IPEV Valuation Guidelines and is
applied consistently. As the Company’s investments 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 2024, the valuations of the Company’s investments, through its SPVs, are detailed in
the Investment Manager’s Report.
61
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024 Riverstone Credit Opportunities Income Plc
All capitalised terms are defined in the list of defined terms on page 74 to 75 unless separately defined.
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
For the year ended 31December 2024
4. INVESTMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS CONTINUED
The below table shows the investments held by SPVs fair value sensitivities to a 100 BPS increase in the discount rate
and 0.5x multiple decrease used for each industry as at 31 December 2024.
INDUSTRY
INVESTMENTS
AT FAIR VALUE
AS AT
31DECEMBER
2024
(IN THOUSANDS) VALUATION TECHNIQUE(S) UNOBSERVABLE INPUT(S)
RANGE
EFFECT ON
FAIRVALUE LOW HIGH
Infrastructure 5,727 Discounted cash flow Discount rate 7% 9% (53)
Recovery Approach EBITDA multiple 3.00x 6.00x
Infrastructure Services 28,379 Discounted cash flow Discount rate 6% 39% (2,192)
Option Pricing Model Risk Free Rate 0% 0%
Energy Transition 8 Implied Equity Value NA NA NA (0)
Services 11,319 Discounted cash flow Discount Rate 6% 7% (783)
Public comparables EBITDA multiple 6.00x 7.0 0x
Waterfall Approach NA NA NA
$45,433
(a)
$(3,028)
(a) The difference between the fair value of the SPVs of $62.7m and the fair value of the underlying investments at 31December 2024 is due to
cashbalances of $1.1m, an unsettled trade receivable of $2.2m, a money market investment of $14.3m and $0.3 of residual liabilities held within
the SPVs.
The below table shows fair value sensitivities to a 100 BPS increase in the discount rate used and 0.5x multiple decrease
for each industry as at 31 December 2023.
INDUSTRY
INVESTMENTS
AT FAIR VALUE
AS AT
31DECEMBER
2023
(IN THOUSANDS) VALUATION TECHNIQUE(S) UNOBSERVABLE INPUT(S)
RANGE
EFFECT ON
FAIRVALUE LOW HIGH
Infrastructure 29,097 Discounted cash flow Discount rate 7% 13% 349
Recovery Approach EBITDA multiple 2.75x 7.50x
Infrastructure Services 35,446 Discounted cash flow Discount rate 7% 51% (689)
Option Pricing Model Risk Free Rate 4% 4%
Energy Transition 8 Implied Equity Value NA NA NA –
Services 12,119 Discounted cash flow Discount Rate 6% 7% (1,100)
Public comparables EBITDA multiple 5.00x 6.00x
Waterfall Approach NA NA NA
$76,670
(a)
$(1,440)
(a) The difference between the fair value of the SPVs of $94.6m and the fair value of the underlying investments at 31December 2023 is due to
cashbalances of $8.5m, an unsettled trade receivable of $3.2m, a money market investment of $15.1m and residual liabilities including the
RCFof $8.9m, held within the SPVs.
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024 Riverstone Credit Opportunities Income Plc
62
All capitalised terms are defined in the list of defined terms on page 74 to 75 unless separately defined.
5. UNCONSOLIDATED SUBSIDIARIES
The following table shows subsidiaries of the Company. As the Company is regarded as an Investment Entity as
referred to in note 3, these subsidiaries have not been consolidated in the preparation of the financial statements:
INVESTMENT PLACE OF BUSINESS
OWNERSHIP
INTEREST AS AT
31DECEMBER
2024
OWNERSHIP
INTEREST AS AT
31DECEMBER
2023
Held directly
Riverstone International Credit Corp. USA 100% 100%
Riverstone International Credit L.P. USA 100% 100%
Held indirectly
Riverstone International Credit – Direct L.P. USA 100% 100%
The registered office of the above subsidiaries is c/o The Corporation Trust Company, Corporation Trust Center,
1209Orange Street, Wilmington, Delaware 19801.
Riverstone International Credit Corp. had a net asset value of $12.7m at 31 December 2024 (2023: $28.6m) with
alossof $10.2m (2023: $1.7m profit).
The amounts invested in the Company’s unconsolidated subsidiaries during the year and their carrying value at
31December 2024 are as outlined in note 4, comprising:
31DECEMBER 2024 31DECEMBER 2023
RIVERSTONE
INTERNATIONAL
CREDIT CORP.
$'000
RIVERSTONE
INTERNATIONAL
CREDIT L.P.
$'000
TOTAL
$'000
RIVERSTONE
INTERNATIONAL
CREDIT CORP.
$'000
RIVERSTONE
INTERNATIONAL
CR ED I T L . P.
$'000
TOTAL
$'000
Opening balance at 1 January 89,406 5,233 94,639 89,384 5,186 94,570
Movement in loan Interest receivable (315) – (315) 1,403 – 1,403
Investment proceeds (23,032) – (23,032) – – –
Movement in fair value (8,724) 167 (8,557) (1,381) 47 (1,334)
Closing balance at 31December 57,335 5,400 62,735 89,406 5,233 94,639
During Q4 2022, the Company’s SPVs entered a senior secured RCF agreement for $15.0million to enter into new
commitments ahead of anticipated realisations, enabling the Company to minimise the drag on returns of uninvested
capital. The borrowers as defined per the RCF agreement are Riverstone International Credit – Direct L.P. and
Riverstone International Credit L.P., and the guarantors are the Company, Riverstone Credit Opportunities Income
Partners – Direct L.L.C., a Delaware limited liability company and Riverstone Credit Opportunities Income Partners
L.L.C., a Delaware limited liability company.
On 23 April 2024, the SPVs entered into an Amendment to the RCF agreement. There is now a ‘utilisation fee’ of 1%
per annum paid quarterly on the difference between the amount of the commitment and the average daily outstanding
principal balance of the loan. There is also an amendment to limit borrowings to only pay interest on the loans and fees
expenses arising under the agreement and for any follow-on investments.
At 31December 2024, $nil (31December 2023: $5m) of the senior secured RCF was drawn at close and the remaining
$15million (31December 2023: $10m) undrawn commitment is available for future borrowings. Pursuant to the RCF
agreement, the interest rate per annum on each borrowing under the RCF can be referenced to SOFR + 6.50% with a
100bps SOFR floor.
At 31December 2024 the SPVs borrowed $nil (31December 2023: $5million), in the year to 31December 2024 the
SPVs incurred $nilmillion (31December 2023: $nilmillion) in fees and $nilmillion (31December 2023: $0.9million)
in interest. Interest is recorded as an interest expense at the SPV level and is also included in the SPVs’ net asset value.
The interest rate on 2024 borrowings was SOFR plus 6.50% (31December 2023: SOFR plus 6.50%).
There are no restrictions on the ability of the Company’s unconsolidated subsidiaries to transfer funds in the form
of cash distributions or repayment of loans. All of the Company’s interest income and dividend income is receivable
directly from the Company’s SPVs.
63
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024 Riverstone Credit Opportunities Income Plc
All capitalised terms are defined in the list of defined terms on page 74 to 75 unless separately defined.
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
For the year ended 31December 2024
6. TRADE AND OTHER RECEIVABLES
31DECEMBER
2024
$'000
31DECEMBER
2023
$'000
Prepayments 120 72
VAT receivable 47 22
Bank interest receivable 2 3
169 97
7. TRADE AND OTHER PAYABLES
31DECEMBER
2024
$'000
31DECEMBER
2023
$'000
Provision for Liquidation costs 343 –
Profit share payable – 879
Other payables 335 188
678 1,067
8. SHARE CAPITAL AND RESERVES
DATE
ISSUED AND
FULLY PAID
NUMBER OF
SHARES ISSUED SHARE CAPITAL
CAPITAL
REDEMPTION
RESERVE
OTHER
DISTRIBUTABLE
RESERVES TOTAL
GBP £'000 £'000 £'000 £'000
1January 2024 1 – – – –
31December 2024 1 – – – –
USD $'000 $'000 $'000 $'000
1 January 2024 90,805,237 908 92 90,528 91,528
Distributions paid in the year – – – (5,629) (5,629)
Share redemption (22,648,201) (226) 226 (23,104) (23,104)
31December 2024 68,157,036 682 318 61,795 62,795
As at 31December 2024 the Company’s authorised and issued share capital comprises 68,157,036 Ordinary Shares
at $0.01 per share and 1 E Share at $1 per share. Ordinary Shareholders are entitled to all distributions 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. E shares are non-redeemable shares and grant the registered holders the right
to receive notice of and to attend but, except where there are no other shares of the Company in issue, not to speak or
vote (either in person or by proxy) at any general meeting of the Company.
On 9 September 2024, the Company redeemed 22,648,201 Ordinary Shares, which was approximately 25per cent. of
the Company’s Ordinary Shares by way of a Compulsory Redemption of Ordinary Shares.
DATE
ISSUED AND
FULLY PAID
NUMBER OF
SHARES ISSUED SHARE CAPITAL
CAPITAL
REDEMPTION
RESERVE
OTHER
DISTRIBUTABLE
RESERVES TOTAL
GBP £'000 £'000 £'000 £'000
1January 2023 1 – – – –
31December 2023 1 – – – –
USD $'000 $'000 $'000 $'000
1January 2023 90,805,237 908 92 90,528 91,528
31December 2023 90,805,237 908 92 90,528 91,528
As at 31December 2023 the Company’s authorised and issued share capital comprises 90,805,237 Ordinary Shares at
$0.01per share and 1E Share at $1per share.
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024 Riverstone Credit Opportunities Income Plc
64
All capitalised terms are defined in the list of defined terms on page 74 to 75 unless separately defined.
9. RETAINED EARNINGS
FOR THE YEAR ENDED
31DECEMBER 2024
FOR THE YEAR ENDED
31DECEMBER 2023
REVENUE
RESERVE
$'000
CAPITAL
RESERVE
$'000
TOTAL
$'000
REVENUE
RESERVE
$'000
CAPITAL
RESERVE
$'000
TOTAL
$'000
Opening balance 2,353 2,143 4,496 3,471 3,477 6,948
Profit / (loss) and total comprehensive
income in the year 3,820 (8,557) (4,737) 7,054 (1,334) 5,720
Distributions paid in the year
(a)
– – – (8,172) – (8,172)
Closing balance 6,173 (6,414) (241) 2,353 2,143 4,496
(a) Distributions paid in the current year are presented against other distributable reserves.
10. AUDIT FEES
Other operating expenses include fees payable to the Company’s Auditor, which can be analysed as follows:
FOR THE
YEAR ENDED
31DECEMBER
2024
$'000
FOR THE
YEAR ENDED
31DECEMBER
2023
$'000
Fees to the Company's Auditor
for audit of the statutory financial services 297 255
for other audit related services 31 29
328 284
Other fees paid to the Company’s Auditor for other audit related services of $31k (2023: $29k) were in relation to a
review of the Interim Report.
The fees payable to the Company’s Auditor include estimated accruals proportioned across the year for the audit of the
statutory financial statements and the fees for other audit related services. There were $nil fees paid for other non-audit
services in the year (31December 2023: $nil).
11. TA X
As an investment trust, the Company is exempt from UK corporation tax on capital gains arising on the disposal of
shares. Capital profits from its loan relationships are exempt from UK tax where the profits are accounted for through
the Capital column of the Statement of Comprehensive Income, in accordance with the AIC SORP.
The Company has made a streaming election to HMRC in respect of distributions and is entitled to deduct interest
distributions paid out of income profits arising from its loan relationships in computing its UK corporation tax liability.
Therefore, no tax liability has been recognised in the financial statements.
65
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024 Riverstone Credit Opportunities Income Plc
All capitalised terms are defined in the list of defined terms on page 74 to 75 unless separately defined.
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
For the year ended 31December 2024
11. TAX CONTINUED
FOR THE YEAR ENDED
31DECEMBER 2024
FOR THE YEAR ENDED
31DECEMBER 2023
REVENUE
RESERVE
$'000
CAPITAL
RESERVE
$'000
TOTAL
$'000
REVENUE
RESERVE
$'000
CAPITAL
RESERVE
$'000
TOTAL
$'000
UK Corporation tax charge on profits for
the year at 25% (2023: 19%/25%) – – – – – –
FOR THE YEAR ENDED
31DECEMBER 2024
FOR THE YEAR ENDED
31DECEMBER 2023
REVENUE
$'000
CAPITAL
$'000
TOTAL
$'000
REVENUE
$'000
CAPITAL
$'000
TOTAL
$'000
Return on ordinary activities
beforetaxation 3,820 (8,557) (4,737) 7,054 (1,334) 5,720
Profit on ordinary activities multiplied
bystandard rate of corporation tax in
theUK of 25% (2023: 19%/25%) 955 (2,139) (1,184) 1,658 (313) 1,345
Effects of:
Non-taxable investment gain
oninvestments – 2,139 2,139 – 313 313
Non-taxable dividend income (148) – (148) (873) – (873)
Tax deductible interest distributions (958) – (958) (1,299) – (1,299)
Movement in deferred tax not recognised 34 – 34 514 – 514
Non-taxable expenses 117 – 117 – – –
Total tax charge – – – – – –
As at 31December 2024 the Company has excess management expenses of $5,410,738 that are available to offset
future taxable revenue. A deferred tax asset of $1,352,685 measured at the standard corporation tax rate of 25% has not
been recognised in respect of these expenses since the Directors believe that, due to the tax deductibility of interest
distributions, there will be no taxable profits in the future against which the deferred tax asset can be offset.
Deferred tax is not provided on capital gains and losses arising on the revaluation or disposal of investments because
the Company meets (and intends to continue to meet for the foreseeable future) the conditions for approval as an
Investment Trust company.
Taxes are based on the UK Corporate tax rates which existed as of the balance sheet date which was 25%. The main
rate of corporation tax changed from 19% to 25% from 1April 2023 for companies with profits over £250,000.
12. PROFIT SHARE
Under the Investment Management Agreement, the Investment Manager will not charge any base or other ongoing
management fees but will be entitled to reimbursement of reasonable expenses incurred by it in the performance of
its duties. The Investment Manager will receive from the Company, a Profit Share based on the Company’s income,
as calculated for UK tax purposes and the Company’s Capital Account. The Profit Share will be payable quarterly at
the same time as the Company pays its distributions, subject to an annual reconciliation as explained below, in the last
quarter of each year.
The amount payable in respect of the annual Profit Share will be:
a) an amount equal to 20percent of the amount by which the Distributable Income exceeds an amount equal to
4percent of the Company’s Capital Amount; plus
b) an additional amount equal to 10percent of the amount by which the Distributable Income exceeds an amount
equal to 8percent of the Capital Amount.
The Capital Amount is equal to the gross proceeds of the issue of Ordinary Shares at IPO, plus the net proceeds of any
future issues of Ordinary Shares, less any amounts expended by the Company on share buybacks and redemptions.
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024 Riverstone Credit Opportunities Income Plc
66
All capitalised terms are defined in the list of defined terms on page 74 to 75 unless separately defined.
Annual reconciliation and cap
At the end of the Company’s financial year, the Profit Share will undergo an annual reconciliation of the year-to-date
Profit Share calculation using the year to date net income reconciled to the total taken Profit Share from the sum of the
year’s quarter. In the event that the annual reconciliation results in a reduction of the aggregate Profit Share payable
to the Investment Manager, the Profit Share payable in the fourth quarter will be reduced to no less than zero by the
relevant amount, with any remaining reduction carried forward to Profit Shares otherwise payable in respect of future
quarters. In addition, the amount payable to the Investment Manager as a Profit Share in any year will be limited to a
maximum of 5 percent of the prevailing NAV.
Capital loss adjustment
If, in any financial year the Company suffers a capital loss which (disregarding the impact of any distributions paid or
payable by the Company) causes the closing Net Asset Value per Ordinary Share for the year to fall below the lower of:
(a) $1.00; or (b) the closing Net Asset Value per Ordinary Share for the prior year, then the amount of the Distributable
Income for the year equal to the amount by which the capital loss causes the Net Asset Value to fall below that threshold
amount will be ignored for the purposes of calculating the Profit Share for that year. If the amount by which the capital
loss causes the Net Asset Value to fall below the threshold amount is greater than the Distributable Income for the year,
then the amount of any excess will be carried forward to following years until it is set off against Distributable Income
in full. The capital loss test will be applied as a part of the annual reconciliation of the Profit Share.
The NAV per share as at 31 December 2024 was $0.92 (2023: $1.06 per share). The calculated profit share for 2024 was
ineligible as a result of the Company’s NAV per share being under one dollar per share as stipulated in the prospectus.
Amounts expensed as Profit Share during the year was $nil (2023: $873k). The amounts paid as Profit Share during the
year was $873k (2023: $1,679k). The amounts paid in 2024 related to amounts accrued in the prior year.
13. EARNINGS PER SHARE AND NET ASSETS PER SHARE
FOR THE YEAR ENDED
31DECEMBER 2024
FOR THE YEAR ENDED
31DECEMBER 2023
REVENUE CAPITAL TOTAL REVENUE CAPITAL TOTAL
Profit/(loss) attributable to equity holders
of the Company – $'000 3,820 (8,557) (4,737) 7,054 (1,334) 5,720
Weighted average number of Ordinary
Shares in issue 83,812,760 90,805,237
Basic and diluted (loss) / earnings
andlossper Share from continuing
operations in the year (cents) 4.56 (10.21) (5.65) 7.77 (1.47) 6.30
There are no dilutive shares in issue.
Net assets per share
31DECEMBER 2024 31DECEMBER 2023
Net assets – $'000 62,554 96,024
Number of Ordinary Shares issued 68,157,036 90,805,237
Net assets per Share (cents) 91.78 105.75
67
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024 Riverstone Credit Opportunities Income Plc
All capitalised terms are defined in the list of defined terms on page 74 to 75 unless separately defined.
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
For the year ended 31December 2024
14. DISTRIBUTIONS DECLARED WITH RESPECT TO THE YEAR
2024 2023
DISTRIBUTIONS PAID DURING THE YEAR
DISTRIBUTION
PER SHARE
CENTS
TOTAL
DISTRIBUTION
$'000
DISTRIBUTION
PER SHARE
CENTS
TOTAL
DISTRIBUTION
$'000
With respect to the period ended 31December 2023 2.50 2,292 3.00 2,724
With respect to the quarter ended 31March 2.00 1,816 2.00 1,816
With respect to the quarter ended 30June 0.70 636 2.00 1,816
With respect to the quarter ended 30September 1.30 885 2.00 1,816
6.50 5,629 9.00 8,172
2024 2023
DISTRIBUTIONS DECLARED AFTER 31DECEMBER 2024
AND NOT ACCRUED IN THE PERIOD
DISTRIBUTION
PER SHARE
CENTS
TOTAL
DISTRIBUTION
$'000
DISTRIBUTION
PER SHARE
CENTS
TOTAL
DISTRIBUTION
$'000
With respect to the quarter ended 31December 0.72 491 2.5 2,291
0.72 491 2.5 2,291
On 26February 2025, the Board approved a distribution of 0.72 cents per share in respect to the quarter ended
31December 2024. The record date for the distribution is 7 March 2025 and the payment date is 28 March 2025.
15. FINANCIAL RISK MANAGEMENT
Financial risk management objectives
The Company’s investing activities, through its investment in the SPVs, intentionally expose it to various types of risks
that are associated with the underlying investee companies of the SPVs. The Company makes the investment in order
to generate returns in accordance with its investment policy and objectives.
The most significant 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 Administrator 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 Administrator report to the Board on a quarterly basis.
Categories of financial instruments
For financial assets and liabilities carried at amortised cost, the Directors are of the opinion that their carrying value
approximates their fair value.
31DECEMBER
2024
$'000
31DECEMBER
2023
$'000
Financial assets
Investment at fair value through profit or loss:
Investment in the SPVs 62,735 94,639
Other financial assets:
Cash and cash equivalents 328 627
Dividends receivable – 1,728
Trade and other receivables 169 97
Financial liabilities
Financial liabilities:
Trade and other payables (678) (1,067)
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024 Riverstone Credit Opportunities Income Plc
68
All capitalised terms are defined in the list of defined terms on page 74 to 75 unless separately defined.
Capital risk management
The Company manages its capital to ensure that it will be able to maximise the capital return to Shareholders during
the realisation period. The capital structure of the Company consists of issued share capital, retained earnings and other
distributable reserves, as stated in the Statement of Financial Position.
In order to maintain or adjust the capital structure, the Company may buy back shares or issue new shares. There are
no external capital requirements imposed on the Company.
During the year ended 31December 2024, the Company had $nil borrowings (2023: $nil). The Company’s SPVs had
no new borrowings during the year, with borrowings of $nilmillion as at 31December 2024 (2023: $5m).
The Company’s investment policy is set out in the Strategic Report on page 6.
Market risk
Market risk includes price risk, foreign currency risk and interest rate risk.
a) Price risk
The underlying investments held by the SPVs present a potential risk of loss of capital to the SPVs and hence to
theCompany. The Company invests through the SPVs and as outlined in note 4, investments in the SPVs are in
the form of senior loans and equity with protective provisions in place. Price risk arises from uncertainty about
future prices of underlying financial investments held by the SPVs. As at 31December 2024, the fair value of
investments, excluding cash and cash equivalents of SPVs, was $61,630k (2023: $71,013k) and a 3 percent decrease
(2023: 3 percent increase / (decrease) in the price of investments with all other variables held constant would result
in a change to the fair value of investments of ($1,849k) (2023: +/- $2,130k). A change in interest rates could have
an impact on the price risk associated with the underlying investee companies, which is factored into the fair value
of investments. Please refer to note 4 for quantitative information about the fair value measurements of the
Company’s Level 3 investments.
The SPVs are exposed to a variety of risks which may have an impact on the carrying value of the Company’s
investments. The SPVs’ risk factors are set out in (a)(i) to (a)(iii) below.
i. Not actively traded
The SPVs’ 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 SPVs
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 SPVs, invests in the energy sector, with a particular focus on businesses that engage
inoil and gas E&P and midstream investments in that sector. This means that the Company is exposed to the
concentration risk of only making investments in the energy sector, which concentration risk 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 may arise. The investments are monitored on a regular basis by the Investment Manager.
The Board and the Investment Manager monitor the concentration of the investment in the SPVs on a quarterly
basis to ensure compliance with the investment policy.
iii. Liquidity
The Company’s liquidity risk lies with its SPVs as the amount of cash invested through the SPVs in the underlying
investments is dynamic in nature. The SPVs will maintain flexibility in funding by keeping sufficient liquidity in
their borrowings, cash and cash equivalents.
As at 31December 2024, $15.4million or 25 percent (2023: $23.6million or 25 percent) of the SPVs’ financial
assets, were money market fixed deposits and cash balances held on deposit with several A- or higher rated banks.
69
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024 Riverstone Credit Opportunities Income Plc
All capitalised terms are defined in the list of defined terms on page 74 to 75 unless separately defined.
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
For the year ended 31December 2024
15. 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 functional and presentation 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 US Dollar. Any exposure to
foreign currency risk at the underlying investment level is captured within price risk.
The following table sets out, in US 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 2024
$
$'000
£
$'000
TOTAL
$'000
Non-current assets
Investments at fair value through profit or loss – – –
Total non-current assets – – –
Current assets
Investments at fair value through profit or loss 62,735 – 62,735
Trade and other receivables 122 47 169
Dividends receivable – – –
Cash and cash equivalents 327 1 328
Total current assets 63,184 48 63,232
Current liabilities
Trade and other payables (673) (5) (678)
Total current liabilities (673) (5) (678)
Total net assets 62,511 43 62,554
AS AT 31DECEMBER 2023
$
$'000
£
$'000
TOTAL
$'000
Non-current assets
Investments at fair value through profit or loss 94,639 – 94,639
Total non-current assets 94,639 – 94,639
Current assets
Trade and other receivables 75 22 97
Dividends receivable 1,728 – 1,728
Cash and cash equivalents 626 1 627
Total current assets 2,429 23 2,452
Current liabilities
Trade and other payables (1,064) (3) (1,067)
Total current liabilities (1,064) (3) (1,067)
Total net assets 96,004 20 96,024
The Directors do not consider that the foreign currency exchange risk at the balance sheet date is material and
therefore sensitivity analysis for the foreign currency risk has not been provided.
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024 Riverstone Credit Opportunities Income Plc
70
All capitalised terms are defined in the list of defined terms on page 74 to 75 unless separately defined.
c) Interest rate risk
The Company’s exposure to interest rate risk relates to the Company’s cash and cash equivalents held directly
andthrough the Company’s SPVs as well as interest expense on the Revolving Credit Facility held at the
Company’s SPV. 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 SPVs’ cash and cash equivalents were held 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 variable market interest rate risk. As at 31December 2024, cash balance held by
theCompany (including cash held at the SPVs) was $15.7million (2023: $24.2million). A 1.0 percent
(2023:1.0percent) increase / (decrease) in interest rates with all other variables held constant would result in a
change to interest received of + / – $157,657 (2023: $242,532) per annum. As at 31December 2024, the RCF
heldby the Company’s SPVs was $nil (2023: $5m). A 1.0 percent (2023: 1.0 percent) increase/ (decrease) in
interest rate with all other variables held would result in in a change to interest paid +/- of $nil (2023: $50,000).
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’s liabilities are made up of estimated accruals and trade creditors which are due to be
settled within three months of the year end.
Riverstone Credit Opportunities Income PLC is the guarantor for the Revolving Credit Facility. The SPVs are required
to maintain a LTV Ratio below the Covenant LTV of 22% at each borrowing request date. The LTV Ratio is calculated
as the total outstanding principal and accrued interest on the facility divided by the Aggregate NAV. At 31December
2024, the SPVs were compliant with the Covenant LTV and the full amount of the undrawn commitment is available.
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. The Company’s SPVs has a Revolving Credit
Facility of $15m, with an undrawn amount as at 31December 2024 of $15m (2023: $10m). Cash balances held by
the Company (including cash held at the SPVs) was $1.4million (2023: $24.2million). This enables the Company
to remain over 100% invested while still retaining the necessary liquidity to meet ongoing expenses and future
obligations under delay-draw loan commitments.
71
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024 Riverstone Credit Opportunities Income Plc
All capitalised terms are defined in the list of defined terms on page 74 to 75 unless separately defined.
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
For the year ended 31December 2024
15. 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.
The carrying value of the underlying investments held by the SPVs as at 31December 2024 was $45.4million
(2023: $76.7million).
Financial assets mainly consist of cash and cash equivalents and investments at fair value through profit or loss.
TheCompany’s credit risk on liquid funds is reduced and is considered immaterial as it can only deposit monies
withinstitutions with a minimum credit rating of ‘A. The Company mitigates its credit risk exposure on its
investments at fair value through profit or loss by the exercise of due diligence on the counterparties of the SPVs
andthe Investment Manager.
The table below shows the material cash balances and the credit rating for the counterparties used by the Company at
the year-end date:
LOCATION RATING
31DECEMBER
2024
$'000 LOCATION RATING
31DECEMBER
2023
$'000
Counterparty
JPMorgan Chase Bank USA AA 328 USA AA 627
The Company’s maximum exposure to loss of capital at the year end is shown below:
Carrying value and maximum exposure
31DECEMBER
2024
$'000
31DECEMBER
2023
$'000
31December 2024
Investment at fair value through profit or loss
Investments in the SPVs 62,735 94,639
Other financial assets (including cash and equivalents but excluding prepayments) 377 2,380
Gearing
As at the date of these financial statements the Company has no gearing (2023:none).
16. RELATED PARTY TRANSACTIONS
Directors
The Company has three non-executive Directors. Directors’ fees for the year ended 31December 2024 amounted
to $154k (2023: $150k), of which $nil was outstanding at year end (2023: $nil). Amounts paid to Directors as
reimbursement of travel and other incidental expenses during the year amounted to $2k (2023: $10k), of which $nil
was outstanding at year end (2023: $nil).
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024 Riverstone Credit Opportunities Income Plc
72
All capitalised terms are defined in the list of defined terms on page 74 to 75 unless separately defined.
SPVs
In 2019, the Company provided a loan to the US Corp. of $62.1m which accrues interest at 9.27 percent. Any interest
that is unable to be repaid at each quarter end is capitalised and added to the loan balance. Total interest in relation to
the year was $5.1m (2023: $5.5m) of which $4.0m was received in cash (2023: $4.1m), $nil was capitalised (2023: $nil)
and $1.1m remained outstanding at 31 December 2024 and will be received on 28 March 2025 (31 December 2023:
$1.4m outstanding, received on 22 March 2024). The balance on the loan investment at 31 December 2024 was $43.5m
(2023:$59.4m). The Company has equity investments, with the balance of these equity investments at 31 December
2024 being $18.1m (2023: $33.8m). During the year, the equity investments had a fair value movement of $8.6m
(2023: $1.3m).
During 2022, the SPVs entered into a Revolving Credit Facility (“facility”) Agreement for $15.0million with
BCPartners. The SPV borrowings from the facility at 31 December 2024 were $nil (31 December 2023: $5.0million),
leaving the remaining $15million (31 December 2024: $10million) undrawn commitment for future borrowings.
Theguarantors are the Company, Riverstone Credit Opportunities Income Partners – Direct L.L.C., a Delaware limited
liability company and Riverstone Credit Opportunities Income Partners L.L.C., a Delaware limited liability company.
The SPVs are required to maintain a LTV Ratio below the Covenant LTV of 22% at each borrowing request date.
The LTV Ratio is calculated as the total outstanding principal and accrued interest on the facility divided by the
Aggregate NAV. At 31December 2024, the SPVs were compliant with the Covenant LTV and the full amount of the
undrawn commitment is available.
Investment Manager
The Investment Manager is an affiliate of Riverstone and provides advice to the Company 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 Investment Manager earns a Profit Share, as detailed
in note 12. The Investment Manager is entitled to reimbursement of any reasonable expenses incurred in relation
to management of the Company and amounts reimbursed during the year were $180k (2023: $261k). Christopher
Abbate and Jamie Brodsky, both portfolio managers of RCOI transferred their shares from the Investment Manager
toBreakwall Capital LP on 1 January 2024. They purchased no new shares during 2024.
17. ULTIMATE CONTROLLING PARTY
In the opinion of the Board, on the basis of the shareholdings advised to them, the Company has no ultimate
controlling party.
18. SUBSEQUENT EVENTS
On 27 January 2025, Imperium 3 New York, Inc. filed for Chapter 11 bankruptcy protection. The warrants will be
devalued to zero. As of December 2024, the warrants held by RCOI in Imperium 3 New York represented less than
0.01 percent of the Company’s NAV. However, as of the reporting date, the equity in Charge CCCV retains value.
On 28 January 2025, the Company announced the successful sale of Harland & Wolff ’s operating yards for a cash
consideration of $86.9m. Purchase price consideration along with cash left in the business, after administrative and
deal related expenses, are expected to result in recoveries of c. $86.1m to RCP and affiliated funds, including RCOI.
TheAdministrators made an initial distribution to RCP of $54.4m and have estimated that future distributions
will total $31.7m over the coming months. The initial distribution will fully satisfy the super priority term loan and
therefore all future distributions will be shared pro rata amongst all the Riverstone funds invested in Harland & Wolff.
RCOI did not share in the initial distribution but will receive $4.7m in the coming months for its share of the assets
that have been sold.
With the exception of above and the distributions declared and disclosed in note 14, there are no other material
subsequent events.
73
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024 Riverstone Credit Opportunities Income Plc
All capitalised terms are defined in the list of defined terms on page 74 to 75 unless separately defined.
GLOSSARY OF CAPITALISED DEFINED TERMS
Administrator means Ocorian Administration UK Limited
Admission means admission of the Ordinary Shares on 28May
2019, to the Official List and/or admission to trading on the
Specialist Fund Segment of the London StockExchange, as the
context may require
AGM means Annual General Meeting
AIC means the Association of Investment Companies
AIC Code means the AIC Code of Corporate Governance
AIC SORP means the Statement of Recommended Practice
issued by the AIC in November 2014 and updated in January
2017 for the Financial Statements of Investment Trust
Companies and Venture Capital Trusts
Annual Report means the Company’s yearly report and
financial statements for the year ended 31December 2024
APLMA means Asia Pacific Loan Market Association
Auditor means Ernst & Young LLP or EY
Board means the Directors of the Company
Borrower means entities operating in the energy sector that
issue loans, notes, bonds, and other debt instruments including
convertible debt
Breakwall means Breakwall Capital LP
Capital Amount means the amount of gross proceeds of the
IPO, plus the net proceeds of any future issues of Ordinary
Shares, less any amounts expended by the Company on share
repurchases and redemptions or, following a Realisation
Election, attributable to Realisation Shares
Compulsory Redemptions means the total issued share capital
redeemed
Company or RCOI means Riverstone Credit Opportunities
Income Plc
Directors means the Directors of the Company
Distributable Income means the Company’s income, as
calculated for UK tax purposes
DTR means the Disclosure Guidance and Transparency Rules
sourcebook issued by the Financial Conduct Authority
ESG means environmental, social and governance
E&P means exploration and production
FCA means the UK Financial Conduct Authority (or its
successor bodies)
Firm or Investment Manager means Riverstone Investment
Group LLC
Green Loan means to align lending and environmental
objectives. It refers to any type of loan instrument made
available exclusively to finance or re-finance, in whole or
in part, new and/or existing eligible Green Projects. Green
loans must align with the four components of the Green Loan
Principles. We strive to enhance the decarbonisation impact
of our credit portfolio and advance the energy transition
infrastructure
Green Loan Principles means a clear framework of the
characteristics of a Green Loan with four core components
1.Use of Proceeds, 2. Process for the Project Evaluation and
Selection, 3. Management of Proceeds and 4. Reporting.
The Green Loan principles promote the development and
integrity of the Green Loan product through leading financial
institutions active in the global loan markets. Green Loan
Principles (GLP) have been developed by an experienced
working party, consisting of representatives from leading
financial institutions active in the global syndicated loan
markets, with a view to promoting the development and
integrity of the Green Loan product. The GLP comprise
voluntary recommended guidelines, to be applied by market
participants on a deal-by-deal basis depending on the
underlying characteristics of the transaction, which seek to
promote integrity in the development of the Green Loan
market by clarifying the instances in which a loan may be
categorised as “green”
H&W means Harland and Wolff
Hoover CS means Hoover Circular Solution
IAS means the international accounting standards
IFRS means the International Financial Reporting
Standards, being the principles-based accounting standards,
interpretations and the framework by that name issued by the
International Accounting Standards Board
Investment Management Agreement means the Investment
Management Agreement entered into between the Investment
Manager and the Company
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
IRR means internal rate of return
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024 Riverstone Credit Opportunities Income Plc
74
All capitalised terms are defined in the list of defined terms on page 74 to 75 unless separately defined.
Listing Rules means the listing rules made by the UK Listing
Authority under Section 73A of the Financial Services and
MarketsAct 2000
LMA means Loan Market Association
London Stock Exchange or LSE means London Stock
Exchange plc
LSTA means Loan Syndications & Trading Association
LTV means loan to value ratio
Main Market means the main market of the London Stock
Exchange
MAX means Max Energy Industrial Holdings US LLC
MOIC mean multiple on invested capital
NAV or Net Asset Value 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 US dollars
Ordinary Shares means ordinary shares of $0.01in the capital
of the Company issued and designated as ‘Ordinary Shares’ and
having the rights, restrictions and entitlements set out in the
Company’s articles of incorporation
Profit Share means the payments to which the Investment
Manager is entitled in the circumstances and as described in
the notes tothe financial statements
PEI means prospective financial information
RCF or Facility means Revolving Credit Facility
RCP means Riverstone Credit Partners
RCOI mean Riverstone Credit Opportunities Income plc or
the Company
RIC D means Riverstone International Credit – Direct, L.P.
Riverstone means Riverstone Investment Group LLC or the
Investment Manager
Realisation Shares means realisation shares of $0.01in the
capital of the Company, as defined in the prospectus
Seawolf means Seawolf Water Resources
Specialist Fund Segment means the Specialist Fund Segment
of the London Stock Exchange’s Main Market
SPO means Second Party Opinion
SPV means any intermediate holding or investing entities
thatthe Company 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 from time to time
Sub-Manager means Breakwall Capital LP
Sustainability-Linked Loans or SLL means a loan with the
aim to facilitate and support environmentally and socially
sustainable economic activity and growth. We seek to enhance
the decarbonisation impact of our credit portfolio and enhance
the energy transition infrastructure. Sustainability-Linked
Loans follow a set of Sustainability-Linked Loan Principles
(SLLP) which were originally published in 2019and provide a
framework to Sustainability-Linked Loan structures. In order
to promote the development of this product, and underpin
its integrity, the APLMA, LMA and LSTA considered it
appropriate to produce Guidance on the SLLP, to provide market
practitioners with clarity on their application and approach
Sustainability-Linked Loan Principles (SLLP) means
principles originally published in 2019and provide a
framework toSustainability-Linked Loan structures
Term L oa n means Sustainability-Linked first lien term loan
UK or United Kingdom means the United Kingdom of Great
Britain and Northern Ireland
UK adopted IAS means UK-adopted International
Accounting Standards
UK Code means the UK Corporate Governance Code issued
by the FRC
US 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 Corp. means Riverstone International Credit Corp
War rants means detachable warrants over new ordinary shares
in the Company
Wind-Down Investment Policy means the Company’s
investment policy is to realise the Company’s assets on a timely
basis with the aim of making progressive returns of cash to
holders of Ordinary Shares as soon as possible.
75
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024 Riverstone Credit Opportunities Income Plc
All capitalised terms are defined in the list of defined terms on page 74 to 75 unless separately defined.
DIRECTORS
Reuben Jeffery, III (Chairman) (appointed 2April 2019)
Emma Davies (Audit and Risk Committee Chair) (appointed 2April 2019)
Edward Cumming-Bruce (Nomination Committee Chair) (appointed 2April 2019)
all independent and of the registered office below
Registered Office
5th Floor
20Fenchurch Street
London
EC3M 3BY
Investment Manager
Riverstone Investment Group LLC
c/o The Corporation Trust Company
Corporation Trust Center
1209Orange Street
Wilmington
Delaware 19801
Company Secretary and Administrator
Ocorian Administration (UK) Limited
5th Floor
20Fenchurch Street
London
EC3M 3BY
Independent Auditor
Ernst & Young LLP
25Churchill Place
London
E145EY
Legal Adviser to the Company
Hogan Lovells LLP
Atlantic House
50Holborn Viaduct
London
EC1A 2FG
Sub-investment Manager
Breakwall Capital LP
174Bellevue Avenue, Suite 200-A
Newport, RI 02840
Website: www.riverstonecoi.com
ISIN GB00BS0C7H78
Ticker RCOI
Sedol BS0C7H7
Registered Company Number 11874946
Registrar
Link Asset Services
The Registry
Central Square
29Wellington Street
Leeds
LS14DL
Sole Bookrunner
J.P. Morgan Securities plc
25Bank Street
Canary Wharf
London
E145JP
Receiving Agent
Link Asset Services
Corporate Actions
The Registry
Central Square
29Wellington Street
Leeds
LS14DL
Principal Banker and Custodian
J.P. Morgan Chase Bank, N.A.
270Park Avenue
New York
NY 10017-2014
DIRECTORS AND GENERAL INFORMATION
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024 Riverstone Credit Opportunities Income Plc
76
All capitalised terms are defined in the list of defined terms on page 74 to 75 unless separately defined.
ADDITIONAL INFORMATION FOR INVESTORS IN SWITZERLAND
This Swiss Supplement is supplemental to, forms part of and should be read in conjunction with the
annual report for the half year ended 31December 2024 for Riverstone Credit Opportunities Income Plc
(the ‘Fund’).
The Fund has appointed Société Générale as Swiss Representative and Paying Agent. The Confidential
Memorandum, the Articles of Association as well as 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.
SWISS SUPPLEMENT
77
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024 Riverstone Credit Opportunities Income Plc
All capitalised terms are defined in the list of defined terms on page 74 to 75 unless separately defined.
The Chairman’s Statement and Investment Manager’s Report 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 Chairman’s Statement and Investment Manager’s Report 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 Manager, 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.
CAUTIONARY STATEMENT
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024 Riverstone Credit Opportunities Income Plc
78
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Riverstone Credit
Opportunities Income Plc
RIVERSTONE CREDIT
OPPORTUNITIES INCOME PLC
27-28Eastcastle Street
London, W1W 8DH
www.riverstonecoi.com
Riverstone Credit Opportunities Income Plc ANNUAL REPORT AND FINANCIAL STATEMENTS For the year ended 31 December 2024