Igas Energy PLC Result of AGM - Replacement (1288I)

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: [phone]

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: [phone]

Sara Hale/Jeremy Ellis/George Price

Canaccord Genuity (Joint Corporate Broker)

Tel: [phone]

Henry Fitzgerald-O'Connor

Vigo Communications

Tel: [phone]

Patrick d'Ancona/Chris McMahon

This information is provided by RNS

The company news service from the London Stock Exchange

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June 15, 2017 02:00 ET (06:00 GMT)