PROPOSED DELISTING FROM AIM

 

TIDMIBI TIDMIBIW 
 
RNS Number : 2102Y 
Infinity Bio-Energy Ltd 
28 August 2009 
 

INFINITY BIO-ENERGY LTD 
 
 
PROPOSED DELISTING FROM AIM - NOTICES OF SPECIAL GENERAL MEETING AND 
WARRANTHOLDERS MEETING 
 
 
28 August 2009 - Infinity Bio-Energy Ltd (AIM:IBI.L) (the "Company") announces 
that the Company has today posted a circular to shareholders and warrantholders 
of the Company (the "Circular"). The Circular contains a notice convening a 
Special General Meeting, at which a resolution to approve the cancellation of 
the trading on AIM of the Company's common shares of par value $0.0015 each (the 
"Common Shares") will be proposed. The Circular also contains a notice convening 
a separate Warrantholders Meeting at which a resolution of the Warrantholders to 
approve the cancellation of the trading on AIM of the Company's warrants to 
subscribe for Common Shares (AIM:IBIW.L) (the "Warrants") will be proposed. 
 
 
The Special General Meeting is being convened for 10 September 2009 at Rua 
Funchal, 418 24th Floor in the City of São Paulo, State of São Paolo, Brazil, 
respectively at 10:00 a.m. (local time) and the separate Warrantholders Meeting 
is to be held at 10.05 a.m. (local time) or if later, immediately following the 
close or adjournment of the Special General Meeting. 
 
 
The Circular will include forms of proxy for use at the Special General Meeting 
and separately the Warrantholders Meeting. 
 
 
A Copy of the Circular will also be available on the Company's website at 
www.infinitybio.com.br. 
 
 
Background and Reasons for the AIM Cancellation 
 
 
As referred to in the Circular, the Board has carefully reviewed the Company's 
current position and in particular the trading liquidity in the Common Shares 
and the Warrants and the costs associated with maintaining the listing on AIM 
and is now proposing to Shareholders and Warrantholders that the Company cancels 
the listing and trading of its Common Shares and Warrants to trading on AIM (the 
"Cancellation"). 
 
 
The key factors the Board has considered in recommending the Cancellation 
include: 
 
+----+------------------------------------------------------------------------+ 
| -  | The costs involved in maintaining the Company's listing of Shares and  | 
|    | Warrants on AIM.                                                       | 
|    |                                                                        | 
+----+------------------------------------------------------------------------+ 
| -  | The amount of management time consumed with the AIM listing, which     | 
|    | could be more appropriately deployed by the Company. Additionally a    | 
|    | considerable amount of legal and regulatory burden exists in           | 
|    | maintaining the Company's admission to trading on AIM relative to the  | 
|    | benefits to the Company.                                               | 
|    |                                                                        | 
+----+------------------------------------------------------------------------+ 
| -  | The recent filing by Infinity Bio-Energy Brasil Participações SA for   | 
|    | "Recuperação Judicial", a Brazilian financial restructuring process.   | 
|    | The Company's listing on AIM during this process does not add value to | 
|    | either creditors or Shareholders. In addition, the Cancellation would  | 
|    | allow the Company to carry on business through this process and focus  | 
|    | on building value in the Company for the long term.                    | 
|    |                                                                        | 
+----+------------------------------------------------------------------------+ 
| -  | In the 12 months ended 31 July 2009, there were 226 days when less     | 
|    | than 10,000 Shares were traded (87% of trading days), including 209    | 
|    | days when no Shares were traded on AIM (80% of trading days).          | 
|    |                                                                        | 
+----+------------------------------------------------------------------------+ 
| -  | Any new fundraising on AIM is likely to be unsuccessful given the      | 
|    | current economic climate.                                              | 
|    |                                                                        | 
+----+------------------------------------------------------------------------+ 
 
 
 
Having carefully reviewed the Company's current position and having consulted 
with the Company's advisers, the Board has concluded that it is no longer in the 
Company's best interests to maintain the admission of its Shares and Warrants to 
trading on AIM. 
 
 
Cancellation 
 
 
In accordance with Rule 41 of the AIM Rules, the Company has notified the London 
Stock Exchange of the proposed Cancellation, which is conditional, in the case 
of the Common Shares, upon not less than 75 % of the votes cast by or on behalf 
of the Shareholders who are present either in person or represented by proxy and 
vote at the Special General Meeting being in favour of the resolution proposed 
and in the case of the Warrants, upon not less than 75 % of the votes cast by or 
on behalf of the Warrantholders who are present either in person or represented 
by proxy and vote at the separate Warrantholders Meeting being in favour of the 
resolution proposed (each a "Resolution" and together the "Resolutions"). 
 
 
If the Resolutions are approved by the requisite majorities of Shareholders and 
Warrantholders at the Special General Meeting and at the separate Warrantholders 
Meeting respectively, it is anticipated that the Cancellation will become 
effective in respect of both the Common Shares and the Warrants at 7.00 a.m. 
(London time) on 29 September 2009. 
 
 
If the Cancellation is approved at one Meeting but not at the other Meeting, 
whichever Cancellation is approved (whether of the Shares or Warrants) shall 
become effective, even though the other security has to remain listed. However, 
if the Cancellation of the Shares is approved, Collins Stewart Europe Limited 
would resign as the Company's nominated adviser upon such Cancellation becoming 
effective. The listing of the Warrants would continue to be suspended upon such 
resignation and if a replacement nominated adviser is not appointed within one 
month from suspension, the listing of the Warrants would be cancelled by the 
Exchange. In all the circumstances it is extremely unlikely that an alternative 
nominated adviser would wish to be appointed. 
 
 
Once Cancellation has taken effect, the Company's Shareholders and 
Warrantholders will no longer be able to effect transactions in the Company's 
Shares or Warrants on-market at the market price. Following Cancellation 
therefore, the Company's Shareholders and Warrantholders will have to effect any 
further transactions in the Company's Shares and Warrants respectively 
off-market at a price to be agreed between the relevant parties. 
 
 
Recommendation 
 
 
The Board considers each Cancellation to be fair and reasonable and in the best 
interests of the Company and the Shareholders and Warrantholders as a whole. 
Accordingly, the Board recommends voting in favour of the Resolutions to be 
proposed at the Special General Meeting and Warrantholders Meeting. 
 
 
For further information please contact: 
 
+--------------------------------+---------------------------+ 
| Infinity Bio-Energy Limited    |                           | 
| Sergio Thompson-Flores, CEO    |          [phone] | 
| Rodrigo Aguiar, IRO            |          [phone] | 
|                                |                           | 
+--------------------------------+---------------------------+ 
| Collins Stewart Europe Limited |     [phone] | 
| Adrian Hadden/Adam Cowen       |                           | 
+--------------------------------+---------------------------+ 
 
 
 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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