RE: well30 Jun 2019 19:00
Just kick-starting a discussion?
Infinity Energy S.A.
("Infinity" or the "Company")
Result of General Meeting
Following the Company's announcement of 18th March 2019, Infinity is pleased to announce
that both of the proposed resolutions (the “Resolutions”) were duly passed at the Company's
General Meeting held at 13:00 (BST) yesterday (25th April 2019). The Resolutions and their
voting results were as follows:
1. Resolution that the proposed acquisition by the Company of 26 per cent. of the issued
share capital of Transgas Limited from the Company's Chief Executive Officer, Gerwyn
Williams on the terms and subject to the conditions described in the Circular to
Shareholders of the Company dated the date set out below [21st March 2019] (and
subject to any minor variations agreed by the Independent Directors of the Company)
("the Acquisition") be and is hereby approved.
2. Resolution that the proposed waiver of the requirement for Gerwyn Williams to make a
general offer to the Shareholders of the Company to acquire the balance of the equity
share capital of the Company pursuant to Rule 9 of the UK Takeover Code following
completion of the Acquisition be and is hereby approved.
Resolution Votes For* % Votes Against % Total Votes
Resolution 1 389,527,294 100 0 0 389,527,294
Resolution 2 381,795,963 98.02 7,731,331 1.98 389,527,294
*Includes discretionary votes.
Due to his conflict of interest in the Acquisition, Gerwyn Williams, Infinity’s Chief Executive
Officer formally declared his interest in the Acquisition as the sole shareholder and sole
Director of the Acquisition target, Transgas Limited, in an Infinity Board Meeting held at 12:35
(BST) yesterday (25th April 2019) (prior to the General Meeting). Gerwyn Williams could not
and did not vote on any of the resolutions at that Board Meeting or the subsequent General
Meeting of the Shareholders.
Terms used but not defined in this announcement have the meanings set out in the Circular
dispatched to shareholders on 21st March 2019