15 Jun 2017 07:00
The following amendments have been made to the 'Result of AGM' announcement released on 14 June 2017 at 13:35 under RNS No 0930I: corrections to votes cast and total voting rights. All other details remain unchanged. The full amended text is shown below.
15 June 2017
IGas Energy plc (AIM: IGAS)
RESULT OF AGM
RESOLUTIONS PASSED AT ANNUAL GENERAL MEETING
IGas Energy plc (the "Company") announces the result of voting on the resolutions at its Annual General Meeting ("AGM") held on Wednesday 14 June 2017, as set out in the AGM notice.
A poll was held on each of the resolutions and was passed by the required majority. Resolutions 1 to 9 were passed as ordinary resolutions, Resolution 10 was passed as a special resolution. The results of the poll were as follows:
Resolution | Votes For | % | Votes Against | % | Votes Withheld | Total Votes | % of ISC voted |
1. To receive the Company's annual report and accounts for the financial year ended 31 December 2016 together with the reports of the directors and auditors | 1,440,061,346 | 99.96 | 636,245 | 0.06 | 124,402 | 1,440,697,591 | 59.36 |
2. To approve the annual report on remuneration for the year ended 31 December 2016 | 1,440,062,310 | 99.92 | 1,151,667 | 0.11 | 178,083 | 1,441,213,977 | 59.38 |
3. To re-elect Stephen Bowler as a director | 1,440,060,534 | 99.95 | 780,971 | 0.07 | 249,756 | 1,440,841,505 | 59.37 |
4. To re-elect Robert McTighe as a director | 1,440,060,534 | 99.95 | 779,818 | 0.07 | 255,344 | 1,440,840,352 | 59.37 |
5. To re-elect Philip Jackson as a director | 1,440,061,777 | 99.94 | 814,820 | 0.08 | 253,029 | 1,440,876,597 | 59.37 |
6. To re-elect Tushar Kumar as a director | 1,440,073,378 | 99.93 | 1,009,496 | 0.10 | 250,796 | 1,441,082,874 | 59.38 |
7. To re-appoint PricewaterhouseCoopers as auditors and to authorise the directors to fix the remuneration | 1,440,072,085 | 99.96 | 641,985 | 0.06 | 352,601 | 1,440,714,070 | 59.36 |
8. To approve the consolidation and sub-division | 1,440,071,726 | 99.91 | 1,278,938 | 0.12 | 195,542 | 1,441,350,664 | 59.39 |
9. To authorise the Board to allot shares | 1,075,247,601 | 99.89 | 1,205,807 | 0.11 | 365,092,799 | 1,076,453,408 | 44.35 |
10. To disapply statutory pre-emption rights | 1,075,253,637 | 99.91 | 1,007,471 | 0.10 | 365,239,216 | 1,076,261,108 | 44.35 |
As at the date of the AGM, the number of issued ordinary shares of the Company was 2,426,964,198 shares, which was the total number of shares entitling the holders to attend and vote for or against all resolutions. In accordance with the Company's Articles of Association, on a poll every member has one vote for every share held. Votes withheld are not votes in law and have not been counted in the calculation of the proportion of vote "for" or "against" a resolution. Proxy appointments which gave discretion to the Chairman have been included in the "for" total.
There were no restrictions on any shareholder casting votes on any of the resolutions proposed at the AGM. The scrutineer of the poll was Cooley (UK) LLP, the Company's Solicitors.
Share Consolidation
Following the passing of the share consolidation resolution, every 200 existing ordinary shares of 0.0001 pence each ("Existing Ordinary Shares") that are in issue as at 6.00pm today will be consolidated into one new ordinary share of 0.02 pence each and immediately sub-divided into 10 ordinary shares of 0.002 pence (the "New Ordinary Shares"). Other than the change in nominal value, the New Ordinary Shares arising on implementation of the share consolidation will have the same rights as the Existing Ordinary Shares, including voting and other rights. All existing options and warrants will be consolidated on the same basis and the Company's new SEDOL code will be BZ042C2 and its new ISIN code will be GB00BZ042C28. The Company's TIDM remains unchanged: "IGAS".
No certificates will be issued in respect of any fractional entitlements in respect of New Ordinary Shares. Instead, following the subdivision, fractional entitlements of any shareholder who held less than 200 Existing Ordinary Shares will be aggregated and sold in the market on behalf of the affected shareholders, returning to them a sum of cash. In the event that the net proceeds of sale attributable to an affected shareholder amount to £1.00 or less, the directors are of the view that, as a result of the disproportionate costs, it would not be in the best interests of the Company to distribute such proceeds of sale, which instead shall be retained for the benefit of the Company.
In the case of fractional entitlements arising in respect of holdings of more than 200 Existing Ordinary Shares, all of the fractions will be aggregated and sold for the benefit of the Company in accordance with the relevant provisions of the Articles of Association, as the directors are of the view that the distribution of the sale of proceeds to those individual shareholders would result in a disproportionate cost to the Company.
In respect of a shareholder who holds less than 200 Existing Ordinary Shares, the Company is only responsible for dealing with fractional entitlements of registered holdings. Shareholders whose ordinary shares in the Company are held via nominee accounts will have any fractional entitlements administered by the stockbroker or nominee in whose account the relevant ordinary shares of the Company are held.
Save for any adjustment resulting from the fractional entitlements, all shareholders and option holders will retain the same percentage interest in the Company post consolidation as previously held but the price for option exercise, share price targets and all criteria based on numbers of shares will be adjusted to reflect the consolidation and subdivision.
Application has been made for the New Ordinary Shares to be admitted to trading on AIM and this is expected to become effective at 8.00 am on or around 15 June 2017. With effect from admission, the Company's issued share capital will comprise 121,348,209 New Ordinary Shares with each share carrying the right to one vote. There are no shares held in treasury. The total number of voting rights in the Company is therefore 121,348,209 and this figure may be used by shareholders as the denominator for the calculations by which they determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure and Transparency Rules.
Shareholders who hold Existing Ordinary Shares in uncertificated form will have their CREST accounts credited with the New Ordinary Shares following Admission on 15 June 2017. Following the share capital reorganisation, existing share certificates will cease to be valid and new share certificates will be despatched to those shareholders who hold their Existing Ordinary Shares in certificated form, on or around 21 June 2017.
For further information please contact:
IGas Energy plc
Tel: +44 (0)20 7993 9899
Stephen Bowler, Chief Executive Officer
Julian Tedder, Chief Financial Officer
Ann-marie Wilkinson, Director of Corporate Affairs
Investec Bank plc (NOMAD and Joint Corporate Broker)
Tel: +44 (0)20 7597 4000
Sara Hale/Jeremy Ellis/George Price
Canaccord Genuity (Joint Corporate Broker)
Tel: +44 (0)20 7523 8000
Henry Fitzgerald-O'Connor
Vigo Communications
Tel: +44 (0)20 7830 9700
Patrick d'Ancona/Chris McMahon