Flowtech Fluidpower - Result of Placing and Notice of General Meeting

Flowtech Fluidpower

20/01/2026 15:26

RNS Number : 6450P

Flowtech Fluidpower PLC

20 January 2026

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A BREACH OF THE RELEVANT SECURITIES LAWS OF SUCH JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES AND DOES NOT CONSTITUTE A PROSPECTUS OR OFFERING MEMORANDUM OR AN OFFER IN RESPECT OF ANY SECURITIES AND NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION, FORMS OR IS INTENDED TO FORM THE BASIS FOR ANY INVESTMENT DECISION IN RESPECT OF FLOWTECH FLUIDPOWER PLC OR OTHER EVALUATION OF ANY SECURITIES OF FLOWTECH FLUIDPOWER PLC OR ANY OTHER ENTITY AND SHOULD NOT BE CONSIDERED AS A RECOMMENDATION THAT ANY INVESTOR SHOULD SUBSCRIBE FOR OR PURCHASE ANY SUCH SECURITIES.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE UK VERSION OF THE MARKET ABUSE REGULATION (EU NO. 596/2014) AS IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR"). 

For immediate release

20 January 2026

Flowtech Fluidpower PLC

Result of Placing, Posting of Circular

and

Notice of General Meeting

 

Flowtech Fluidpower PLC ("Flowtech" or the "Company") (AIM: FLO) is pleased to announce that, further to the announcement made earlier today regarding the Fundraising (the "Launch Announcement"), it has conditionally raised gross proceeds of £9 million by way of a placing of 16,981,132 new ordinary shares of 50 pence each (and following the Capital Reorganisation, 5 pence each) (the "Ordinary Shares") in the capital of the Company (the "Placing Shares") at a price of 53.0 pence per Placing Share (the "Issue Price").

The Placing was strongly supported by both existing and a number of new institutional investors. Allocations in the Placing will be confirmed to Placees as soon as practicable today.

Panmure Liberum Limited and Singer Capital Markets Limited (together, the "Joint Bookrunners") are acting as joint bookrunners in connection with the Placing and Panmure Liberum Limited is acting as nominated adviser to Flowtech.

Capitalised terms not defined in this announcement (this "Announcement") have the meanings given to them in the Launch Announcement.

Highlights

·        The Company has conditionally raised, in aggregate, gross proceeds of £9 million at the Issue Price.

·        The Issue Price represents a discount of approximately 11.5 per cent. to the closing mid-market price of 59.9 pence per Existing Ordinary Share on 19 January 2026, being the latest practicable date prior to the publication of the Launch Announcement.

·        Certain Directors are participating in the Placing and are subscribing an aggregate amount of £233,148.

·        On Admission, the Placing Shares will represent approximately 21.2 per cent. of the Company's issued ordinary share capital as enlarged by the Placing.

Retail Offer

As announced earlier today, the Company also launched a Retail Offer through the Winterflood Retail Access Platform to raise gross proceeds of up to £1 million (before fees and expenses). The Retail Offer provides existing retail Shareholders in the United Kingdom with an opportunity to participate in the Fundraising at the same price as the Placing. The results of the Retail Offer are expected to be announced on 22 January 2026.

Directors' participation in the Placing

The following Directors and persons discharging managerial responsibilities (PDMRs) (which includes Directors) have participated in the Placing as set out below (the "Directors' Participation").

Director
Position
Amount (£)
Roger McDowell
Non-executive Chairman
161,011
Mike England
Chief Executive Officer
8,601
Russell Cash
Chief Financial Officer
6,852
Jamie Brooke
Non-executive Director
34,136
Ailsa Graham Webb
Non-executive Director
7,000
Stuart Watson
Non-executive Director
1,275
Francisco Terol
MD Benelux
14,273
Total
233,148


 

Related party transactions

Odyssean Investment Trust PLC ("Odyssean") and Harwood Capital LLP ("Harwood") are substantial shareholders in the Company (as defined in the AIM Rules) and have acquired 2,818,000 and 1,746,000 Placing Shares respectively at the Placing Price. The participation of Odyssean and Harwood constitute related party transactions under Rule 13 of the AIM Rules for Companies.

Accordingly, the Directors, having consulted with Panmure Liberum Limited, acting in its capacity as the Company's Nominated Adviser, consider that the terms of the participation of Odyssean and Harwood in the Placing are fair and reasonable insofar as the Company's Shareholders are concerned.

Details of the Placing

The Placing is conditional upon, inter alia, the passing of the Resolutions and the Placing Agreement between the Company and the Joint Bookrunners not having been terminated in accordance with its terms. 

A circular (the "Circular") containing details of the Placing, the Retail Offer, the Acquisition and the Capital Reorganisation (which was announced by the Company earlier today) is expected to be posted to Shareholders tomorrow, on 21 January 2026. The General Meeting is to be held at the Company's registered offices at Bollin House, Bollin Walk, Wilmslow, SK9 1DP at 10.00 a.m. on 6 February 2026. The Circular will be available on the Company's website from 21 January 2026 at www.Flowtech.co.uk/investor-hub.

The Placing is not conditional on the completion of the Acquisition. The only condition to the completion of the Acquisition is the passing of the Resolutions. In the unlikely event the Acquisition does not complete, the Company may, following consultation with shareholders, at its option, decide to use the funds for alternative investments or consider a tax efficient way to return the net proceeds to Shareholders. The Retail Offer is conditional on the Placing but the Placing is not conditional on the Retail Offer.

Admission, settlement and dealings

Application will be made to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on the AIM market of the London Stock Exchange ("Admission").

Admission is expected to take place at 8.00 a.m. on 9 February 2026 and dealings in the New Ordinary Shares are expected to commence at 8.00 a.m. on 9 February 2026 or, in each case, such later time and/or date as the Joint Bookrunners and the Company agree (being in any event no later than 8.00 a.m. on 16 February 2026).

The New Ordinary Shares, when issued, will be credited as fully paid and will rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of issue. 

The New Ordinary Shares will be in registered form and will be capable of being held in either certificated or uncertificated form (i.e. in CREST). Accordingly, following Admission, settlement of transactions in the Ordinary Shares may take place within the CREST system if a Shareholder so wishes. Shareholders who wish to receive and retain share certificates are able to do so.

The ISIN number of the New Ordinary Shares is GB00BM4NR742. The TIDM is FLO.

The person responsible for arranging the release of this Announcement on behalf of the Company is Russell Cash, Chief Financial Officer of the Company.

For further information please contact:

Flowtech Fluidpowerplc
Mike England, Chief Executive Officer
Russell Cash, Chief Financial Officer
Tel: +44 (0) 1695 52759
Email:info@flowtechfluidpower.com
PanmureLiberum(Nominated Adviser and Joint Bookrunner)
Nicholas How, Managing Director, Investment Banking
Will King, Assistant Director, Investment Banking
Tel: +44 (0) 20 3100 2000
Singer Capital Markets (Joint Bookrunner)
Sara Hale, Head of Investment Banking
James Todd, Assistant Director, Investment Banking
Tel: +44 (0) 20 7496 3000
TooleyStreetCommunications(IR and media relations)
Fiona Tooley
Tel: +44 (0) 7785 703523
or email:fiona@tooleystreet.com

 

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