REG - Flowtech Fluidpower - Proposed Retail Offer

Flowtech FluidpowerAnnouncement

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RNS Number : 5853P  Flowtech Fluidpower PLC  20 January 2026

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, OR INTO OR WITHIN THE UNITED STATES, AUSTRALIA, NEW ZEALAND,
CANADA, SOUTH AFRICA OR JAPAN, OR ANY MEMBER STATE OF THE EEA, OR ANY OTHER
JURISDICTION WHERE, OR TO ANY OTHER PERSON TO WHOM, TO DO SO MIGHT CONSTITUTE
A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION. PLEASE SEE THE
IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

 

THE COMMUNICATION OF THIS ANNOUNCEMENT AND ANY OTHER DOCUMENTS OR MATERIALS
RELATING TO THE RETAIL OFFER AS A FINANCIAL PROMOTION IS ONLY BEING MADE TO,
AND MAY ONLY BE ACTED UPON BY, THOSE PERSONS IN THE UNITED KINGDOM FALLING
WITHIN ARTICLE 43 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005, AS AMENDED (WHICH INCLUDES AN EXISTING MEMBER OF
FLOWTECH FLUIDPOWER PLC).  ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO SUCH PERSONS AND WILL BE
ENGAGED IN ONLY WITH SUCH PERSONS. THIS ANNOUNCEMENT IS FOR INFORMATIONAL
PURPOSES ONLY, AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION
TO SELL OR ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE
FOR, ANY SECURITIES OF FLOWTECH FLUIDPOWER PLC.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET
ABUSE REGULATION (EU) 596 / 2014 WHICH FORMS PART OF UK LAW BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR"). UPON THE PUBLICATION OF THIS
ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC
DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE
INFORMATION.

 

 

20 January 2026

 

Flowtech Fluidpower PLC

 

WRAP Retail Offer for up to £1 million

 

Flowtech Fluidpower plc ("Flowtech" or the "Company") (AIM: FLO), the
specialist technical provider of hydraulic, pneumatic and process products,
engineering services and projects, is pleased to announce a retail offer via
the Winterflood Retail Access Platform ("WRAP") to raise up to £1 million
(the "Retail Offer") through the issue of new ordinary shares of 50 pence each
(and,  following the Capital Reorganisation,  of 5 pence each) in the
capital of the Company ("Ordinary Shares").  Under the Retail Offer up to
1,886,792 new Ordinary Shares (the "Retail Offer Shares") will be made
available at a price of 53.0 pence per share.

 

In addition to the Retail Offer and as announced earlier this morning, the
Company is also proposing a placing of new Ordinary Shares (the "Placing
Shares" and together with the Retail Offer Shares, the "New Ordinary Shares")
to raise approximately £9 million (before expenses) through a bookbuild
process (the "Placing") at a price of 53.0 pence per Placing Share (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 Ordinary Share on 19 January
2026 (being the latest practicable date prior to this announcement). The price
of the Retail Offer Shares is equal to the Issue Price.

 

A separate announcement has been made earlier this morning regarding the
Placing and its terms and sets out the reasons for the Placing and use of
proceeds (the "Launch Announcement").  The proceeds of the Retail Offer will
be utilised in the same way as the proceeds of the Placing.

 

For the avoidance of doubt, the Retail Offer is not part of, but is
conditional on, the Placing.

 

The issue of the Retail Offer Shares is conditional upon, inter alia, the
passing of certain resolutions to be put to shareholders of Flowtech at a
General Meeting, which is expected to be held at the Company's registered
office, Bollin House, Bollin Walk, Wilmslow, SK9 1DP at 10.00 am on 6 February
2026. Admission of the Retail Offer Shares is expected to occur no later than
8.00 a.m. on or around 9 February 2026 or such later time and/or date as the
Joint Bookrunners and the Company may agree (being in any event no later than
8.00 a.m. on 16 February 2026).

Completion of the Retail Offer is conditional, inter alia, upon the completion
of the Placing but completion of the Placing is not conditional on the
completion of the Retail Offer.

 

The Retail Offer and the Placing are conditional on the New Ordinary Shares
being admitted to trading on AIM ("Admission"). It is anticipated that
Admission will become effective and that dealings in the New Ordinary Shares
will commence at 8.00 a.m. on 9 February 2026.

 

 

Retail Offer

 

The Company values its retail shareholder base and believes that it is
appropriate to provide its existing retail shareholders in the United Kingdom
the opportunity to participate in the Retail Offer.

 

Therefore, the Company is making the Retail Offer available to eligible
investors in the United Kingdom following release of this announcement, being
existing shareholders of Flowtech, and through certain financial
intermediaries.

 

Existing shareholders of Flowtech can contact their broker or wealth manager
to participate in the Retail Offer.

 

The Retail Offer is expected to close at 12:00 p.m. on 22 January 2026.
Eligible shareholders should note that financial intermediaries may have
earlier closing times.

 

Retail brokers wishing to participate in the Retail Offer on behalf of
existing retail shareholders, should contact wrap@winterflood.com.

 

To be eligible to participate in the Retail Offer, applicants must be a
customer of a participating intermediary and, prior to the release of this
announcement, shareholders in the Company which may include individuals aged
18 years or over, companies and other bodies corporate, partnerships, trusts,
associations and other unincorporated organisations.

 

There is a minimum subscription of £100 per investor under the Retail Offer.
The terms and conditions on which investors subscribe will be provided by the
relevant financial intermediaries including relevant commission or fee
charges.

 

The Company reserves the right to amend the size and timings of the retail
offer at its discretion. The Company reserves the right to scale back any
order and to reject any application for subscription under the Retail Offer
without giving any reason for such rejection.

 

It is vital to note that once an application for Retail Offer Shares has been
made and accepted via an intermediary, it cannot be withdrawn.

 

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

 

It is a term of the Retail Offer that the total value of the Retail Offer
Shares available for subscription at the Issue Price does not exceed £1
million, or such size as agreed by the Company.

 

The Retail Offer is offered in the United Kingdom under the exemption from the
requirement to publish a prospectus pursuant to Schedule 1 (Part 1) of The
Public Offers and Admission to Trading Regulations 2024 and the Prospectus
Rules of the FCA. As such, there is no need for publication of a prospectus
pursuant to the Public Offers and Admissions to Trading Regulations 2024, or
for approval of the same by the Financial Conduct Authority. The Retail Offer
is not being made into any jurisdiction other than the United Kingdom.

 

No offering document, prospectus or admission document has been or will be
prepared or submitted to be approved by the Financial Conduct Authority (or
any other authority) in relation to the Retail Offer, and investors'
commitments will be made solely on the basis of the information contained in
this announcement and information that has been published by or on behalf of
the Company prior to the date of this announcement by notification to a
Regulatory Information Service in accordance with the Financial Conduct
Authority's Disclosure Guidance and Transparency Rules, the Market Abuse
Regulation (EU Regulation No. 596/2014) ("MAR") and MAR as it forms part of
United Kingdom law by virtue of the European Union (Withdrawal) Act 2018 (as
amended).

 

Investors should make their own investigations into the merits of an
investment in the Company. Nothing in this announcement amounts to a
recommendation to invest in the Company or amounts to investment, taxation or
legal advice.

 

It should be noted that a subscription for Retail Offer Shares and investment
in the Company carries a number of risks. Investors should take independent
advice from a person experienced in advising on investment in securities such
as the Retail Offer Shares if they are in any doubt.

 

An investment in the Company will place capital at risk. The value of
investments, and any income, can go down as well as up, so investors could get
back less than the amount invested.

 

Neither past performance nor any forecasts should be considered a reliable
indicator of future results.

 

Unless otherwise defined, definitions contained in this announcement have the
same meaning as set out in the Launch Announcement made by the Company earlier
today regarding the proposed Placing.

 

 

For further information please contact:

 

 Flowtech Fluidpower plc

 Mike England, Chief Executive Officer

 Russell Cash, Chief Financial Officer

 Tel: +44 (0) 1695 52759

 Email: info@flowtechfluidpower.com (mailto:info@flowtechfluidpower.com)

 Panmure Liberum (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) 207 496 3000

 TooleyStreet Communications (IR and media relations)

 Fiona Tooley

 Tel: +44 (0) 7785 703523

 or email: fiona@tooleystreet.com (mailto:fiona@tooleystreet.com)

 

 Winterflood Retail Access Platform

 Sophia Bechev, Kaitlan Billings

 Tel: +44 (0) 20 3100 0214

 or email: WRAP@winterflood.com

 

Winterflood Retail Access Platform

Sophia Bechev, Kaitlan Billings

Tel: +44 (0) 20 3100 0214

or email: WRAP@winterflood.com

 

 

 

 

 

Further information on the Company can be found on its website at
flowtech.co.uk

 

The Company's LEI is 213800N68SQY5X5XS290

 

This announcement should be read in its entirety. In particular, the
information in the "Important Notices" section of the announcement should be
read and understood.

 

 

Important Notices

 

The content of this announcement has been prepared by and is the sole
responsibility of the Company.

 

This announcement and the information contained herein is not for release,
publication or distribution, directly or indirectly, in whole or in part, in
or into or from the United States (including its territories and possessions,
any state of the United States and the District of Columbia (the "United
States" or "US")), Australia, Canada, New Zealand, Japan, the Republic of
South Africa, any member state of the EEA or any other jurisdiction where to
do so might constitute a violation of the relevant laws or regulations of such
jurisdiction. This announcement does not constitute an offer to sell or issue
or a solicitation of an offer to buy or subscribe for Ordinary Shares in any
such jurisdiction.

 

The Retail Offer Shares have not been and will not be registered under the US
Securities Act of 1933, as amended (the "US Securities Act") or under the
applicable state securities laws of the United States and may not be offered
or sold directly or indirectly in or into the United States. No public
offering of the Retail Offer Shares is being made in the United States. The
Retail Offer Shares are being offered and sold outside the United States in
"offshore transactions", as defined in, and in compliance with, Regulation S
under the US Securities Act ("Regulation S") to non-US persons (within the
meaning of Regulation S). In addition, the Company has not been, and will not
be, registered under the US Investment Company Act of 1940, as amended.

 

This announcement does not constitute an offer to sell or issue or a
solicitation of an offer to buy or subscribe for Retail Offer Shares in the
United States, Australia, Canada, New Zealand, Japan, the Republic of South
Africa, any member state of the EEA or any other jurisdiction in which such
offer or solicitation is or may be unlawful. No public offer of the securities
referred to herein is being made in any such jurisdiction.

 

This announcement is not for publication or distribution, directly or
indirectly, in or into the United States of America.  This announcement is
not an offer of securities for sale into the United States. The securities
referred to herein have not been and will not be registered under the US
Securities Act, and may not be offered or sold in the United States, except
pursuant to an applicable exemption from registration.  No public offering of
securities is being made in the United States.

 

The distribution of this announcement may be restricted by law in certain
jurisdictions and persons into whose possession any document or other
information referred to herein comes should inform themselves about and
observe any such restriction. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such jurisdiction.

 

WRAP is a proprietary technology platform owned and operated by Winterflood
Securities Ltd (registered address at Riverbank House, 2 Swan Lane, London
EC4R 3GA; FRN 141455). Winterflood Securities Ltd ("Winterflood") is
authorised and regulated in the United Kingdom by the Financial Conduct
Authority, is acting exclusively for the Company and for no-one else and will
not regard any other person (whether or not a recipient of this announcement)
as its client in relation to the Retail Offer and will not be responsible to
anyone other than the Company for providing the protections afforded to its
clients, nor for providing advice in connection with the Retail Offer,
Admission and the other arrangements referred to in this announcement.

 

The value of Ordinary Shares and the income from them is not guaranteed and
can fall as well as rise due to stock market movements. When you sell your
investment, you may get back less than you originally invested. Figures refer
to past performance and past performance is not a reliable indicator of future
results. Returns may increase or decrease as a result of currency
fluctuations.

 

Certain statements in this announcement may constitute forward-looking
statements which are based on the Company's expectations, intentions and
projections regarding its future performance, anticipated events or trends and
other matters that are not historical facts. These forward-looking statements,
which may use words such as "aim", "anticipate", "believe", "intend",
"estimate", "expect" and words of similar meaning, include all matters that
are not historical facts. These forward-looking statements involve risks,
assumptions and uncertainties that could cause the actual results of
operations, financial condition, liquidity and dividend policy and the
development of the industries in which the Company's businesses operate to
differ materially from the impression created by the forward-looking
statements. These statements are not guarantees of future performance and are
subject to known and unknown risks, uncertainties and other factors that could
cause actual results to differ materially from those expressed or implied by
such forward-looking statements. Given those risks and uncertainties,
prospective investors are cautioned not to place undue reliance on
forward-looking statements.

 

These forward-looking statements speak only as at the date of this
announcement and cannot be relied upon as a guide to future performance. The
Company and Winterflood expressly disclaim any obligation or undertaking to
update or revise any forward-looking statements contained herein to reflect
actual results or any change in the assumptions, conditions or circumstances
on which any such statements are based unless required to do so by the
Financial Conduct Authority, the London Stock Exchange or applicable law.

 

The information in this announcement is for background purposes only and does
not purport to be full or complete. None of Winterflood or any of its
affiliates, accepts any responsibility or liability whatsoever for, or makes
any representation or warranty, express or implied, as to this announcement,
including the truth, accuracy or completeness of the information in this
announcement (or whether any information has been omitted from the
announcement) or any other information relating to the Company or associated
companies, whether written, oral or in a visual or electronic form, and
howsoever transmitted or made available or for any loss howsoever arising from
any use of the announcement or its contents or otherwise arising in connection
therewith. Winterflood and its affiliates, accordingly disclaim all and any
liability whether arising in tort, contract or otherwise which they might
otherwise be found to have in respect of this announcement or its contents or
otherwise arising in connection therewith.

 

Any indication in this announcement of the price at which the Ordinary Share
have been bought or sold in the past cannot be relied upon as a guide to
future performance. Persons needing advice should consult an independent
financial adviser. No statement in this announcement is intended to be a
profit forecast and no statement in this announcement should be interpreted to
mean that earnings or target dividend per share of the Company for the current
or future financial years would necessarily match or exceed the historical
published earnings or dividends per share of the Company.

 

Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into or forms part of this announcement.
The Retail Offer Shares to be issued or sold pursuant to the Retail Offer will
not be admitted to trading on any stock exchange other than the London Stock
Exchange.

 

It is further noted that the Retail Offer is only open to investors in the
United Kingdom who fall within Article 43 of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended (which includes
an existing member of the Company).

 

Panmure Liberum Limited, which is authorised and regulated by the FCA in the
United Kingdom, is acting as Nominated Adviser and Joint Bookrunner to the
Company solely in connection with the Placing. Panmure Liberum Limited has not
authorised the contents of, or any part of, this announcement, and no
liability whatsoever is accepted by Panmure Liberum Limited or any of its
affiliates or agents or its or their directors, officers, partners,
employees, agents or advisers for the accuracy of any information or opinions
contained in this announcement or for the omission of any material
information. No representation or warranty, express or implied, is or will be
made as to, or in relation to, and no responsibility or liability is or will
be accepted by Panmure Liberum Limited or by any of its affiliates or agents
or its or their directors, officers, partners, employees, agents or advisers
as to, or in relation to, the accuracy or completeness of this announcement or
any other written or oral information made available to or publicly available
to any interested party or its advisers, and any liability therefor is
expressly disclaimed. The responsibilities of Panmure Liberum Limited as the
Company's Nominated Adviser under the AIM Rules for Companies and the AIM
Rules for Nominated Advisers are owed solely to London Stock Exchange plc and
are not owed to the Company or to any director or shareholder of the Company
or any other person, in respect of its decision to acquire shares in the
capital of the Company in reliance on any part of this announcement, or
otherwise.

 

Singer Capital Markets Securities Limited ("Singer Capital Markets"), which is
authorised and regulated by the FCA in the United Kingdom, is acting as Joint
Bookrunner to the Company solely in connection with the Placing. Singer
Capital Markets has not authorised the contents of, or any part of, this
announcement, and no liability whatsoever is accepted by Singer Capital
Markets or any of its affiliates or agents or its or their directors,
officers, partners, employees, agents or advisers for the accuracy of any
information or opinions contained in this announcement or for the omission of
any material information. No representation or warranty, express or implied,
is or will be made as to, or in relation to, and no responsibility or
liability is or will be accepted by Singer Capital Markets or by any of its
affiliates or agents or its or their directors, officers, partners,
employees, agents or advisers as to, or in relation to, the accuracy or
completeness of this announcement or any other written or oral information
made available to or publicly available to any interested party or its
advisers, and any liability therefor is expressly disclaimed.

 

UK Product Governance Requirements

 

Solely for the purposes of the product governance requirements of Chapter 3 of
the FCA Handbook Product Intervention and Product Governance Sourcebook (the
"UK MiFIR Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the UK MiFIR Product Governance
Requirements) may otherwise have with respect thereto, the Retail Offer Shares
have been subject to a product approval process, which has determined that the
Retail Offer Shares are: (i) compatible with an end target market of retail
investors and investors who meet the criteria of professional clients and
eligible counterparties, each as defined in paragraphs 3.5 and 3.6 of FCA
Handbook Conduct of Business Sourcebook ("COBS"); and (ii) eligible for
distribution through all permitted distribution channels (the "Target Market
Assessment"). Notwithstanding the Target Market Assessment, distributors
should note that: the price of the Retail Offer Shares may decline and
investors could lose all or part of their investment; the Retail Offer Shares
offer no guaranteed income and no capital protection; and an investment in the
Retail Offer Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in conjunction
with an appropriate financial or other adviser) are capable of evaluating the
merits and risks of such an investment and who have sufficient resources to be
able to bear any losses that may result therefrom. The Target Market
Assessment is without prejudice to any contractual, legal or regulatory
selling restrictions in relation to the Retail Offer.

 

For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of
Chapters 9A or 10A respectively of COBS; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take any other
action whatsoever with respect to the Retail Offer Shares. Each distributor is
responsible for undertaking its own target market assessment in respect of the
Retail Offer Shares and determining appropriate distribution channels

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