TIDMIGAS
RNS Number : 1288I
Igas Energy PLC
15 June 2017
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 % Votes % Votes Total % of
For Against Withheld Votes 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 GBP1.00
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
This information is provided by RNS
The company news service from the London Stock Exchange
END
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