REG - Flowtech Fluidpower - Result of General Meeting

Flowtech FluidpowerAnnouncement

06/02/2026 12:15

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RNS Number : 0992S  Flowtech Fluidpower PLC  06 February 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.

For immediate release

6 February 2026

Flowtech Fluidpower PLC

Result of General Meeting

Flowtech Fluidpower PLC ("Flowtech" or the "Company") (AIM: FLO), the AIM
quoted leading specialist Hydraulics, Pneumatics and Process engineering
solutions provider across the UK, Ireland and the Benelux, is pleased to
announce that all of the Resolutions put to the General Meeting earlier today
were duly passed. All Resolutions were decided on a poll. Resolutions 1, 3 and
5 were passed as ordinary resolutions and Resolutions 2 and 4 were passed as
special resolutions. The voting results are set out later in this announcement
(the "Announcement").

Capitalised terms not defined in this Announcement have the meanings given to
them in the circular containing details of the Placing, the Retail Offer, the
Acquisition and the Capital Reorganisation which was published by the Company
on 21 January 2026 (the "Circular").

Completion of the Placing and Retail Offer

As a result of the Resolutions being passed, the Placing of 16,981,132 Placing
Shares to raise gross proceeds of £9 million for the Company (before fees and
expenses), has now completed subject to Admission of the Placing Shares to
trading on AIM.

In addition, the Retail Offer of 1,180,070 Retail Offer Shares to raise gross
proceeds of £0.6 million for the Company (before fees and expenses), has now
completed subject to Admission of the Retail Offer Shares to trading on AIM.

It is expected that admission of the Placing Shares and the Retail Offer
Shares to trading on AIM will occur at 8.00 a.m. on 9 February 2026.

Completion of the Acquisition

As set out in the Circular, the only condition to completion of the
Acquisition is the passing of the Resolutions. With the Resolutions having
been duly passed, it is expected that the completion of the Acquisition will
occur within two Business Days of the Company receiving the placing proceeds
from the Joint Brokers. A further announcement will be made in due course once
the Acquisition has completed.

Completion of the Capital Reorganisation

As set out in the Circular, the Capital Reorganisation will take place before
Admission on 9 February 2026 and will be implemented after today's General
Meeting. Under the Capital Reorganisation, each Existing Ordinary Share of 50
pence nominal value will be subdivided and redesignated into one Ordinary
Share of five pence nominal value and one Deferred Share of 45 pence nominal
value, with very limited rights.

Total Voting Rights

Following Admission of the Placing Shares and the Retail Offer Shares, the
Company's issued share capital will consist of (i) 81,436,375 Ordinary Shares,
all with voting rights and (ii) 63,275,173 Deferred Shares, with no voting
rights. The total number of current voting rights in the Company will
therefore be 81,436,375. This figure 81,436,375 may be used by shareholders as
the denominator for the calculation by which they will determine if they are
required to notify their interest in, or a change in their interest in, the
Company.

Voting results from the General Meeting

 No  Resolution                                                                      Votes FOR   %       Votes AGAINST  %       % of ISC Voted  Votes WITHHELD
 1   To authorise the sub-division of each Ordinary Share of 50 pence into one       33,910,763  88.64%  4,347,014      11.36%  60.46%          -
     Ordinary Share of five pence and one Deferred Share of 45 pence, pursuant to
     the Capital Reorganisation.
 2   To authorise the amendment to the Company's Articles of Association, to set     33,910,763  88.64%  4,347,014      11.36%  60.46%          -
     out the rights and restrictions of the Deferred Shares, pursuant to the
     Capital Reorganisation.
 3   To authorise the Directors to allot the New Ordinary Shares pursuant to the     33,902,555  88.62%  4,352,006      11.38%  60.46%          3,216
     Fundraising in accordance with section 551 of the Companies Act 2006.
 4   To authorise the Directors to disapply the statutory pre-emption rights in      33,648,521  88.55%  4,352,006      11.45%  60.06%          257,250
     relation to the issue of the New Ordinary Shares pursuant to the Fundraising.
 5   To authorise the Directors the authority to allot New Ordinary Shares in the    32,365,771  84.60%  5,892,006      15.40%  60.46%          -
     Company.

 

For further information please contact:

 Flowtech Fluidpower PLC                                                   Tel: +44 (0) 1695 52759

 Mike England, Chief Executive Officer

 Russell Cash, Chief Financial Officer

 Panmure Liberum  (Nominated Adviser, Joint Broker and Joint Bookrunner)   Tel: +44 (0) 20 3100 2000

 Nicholas How, Managing Director, Investment Banking

 Will King, Assistant Director, Investment Banking

 Singer Capital Markets (Joint Broker and Joint Bookrunner)                Tel: +44 (0) 20 7496 3000

 Sara Hale, Head of Investment Banking

 James Todd, Assistant Director, Investment Banking

 

 

Important Notices

Panmure Liberum is authorised and regulated by the Financial Conduct Authority
(the "FCA") in the United Kingdom and is acting exclusively for Flowtech and
no one else in connection with the Placing, and Panmure Liberum will not be
responsible to anyone (including any Placees) other than Flowtech for
providing the protections afforded to its clients or for providing advice in
relation to the Placing or any other matters referred to in this Announcement.

Singer Capital Markets is authorised and regulated by the FCA in the United
Kingdom and is acting exclusively for Flowtech and no one else in connection
with the Placing, and Singer Capital Markets will not be responsible to anyone
(including any Placees) other than Flowtech for providing the protections
afforded to its clients or for providing advice in relation to the Placing or
any other matters referred to in this Announcement.

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 the Joint Bookrunners or by any of their respective directors, officers,
partners, employees, advisers and/or agents 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 therefore is expressly disclaimed.

The responsibilities of Panmure Liberum as Flowtech's nominated adviser under
the AIM Rules for Nominated Advisers are owed solely to the London Stock
Exchange and are not owed to Flowtech or to any Director or to any other
person.

This Announcement may contain, or may be deemed to contain, "forward-looking
statements" with respect to certain of Flowtech's plans and its current goals
and expectations relating to its future financial condition, performance,
strategic initiatives, objectives and results. Forward-looking statements
sometimes use words such as "aim", "anticipate", "target", "expect",
"estimate", "intend", "plan", "goal", "believe", "seek", "may", "could",
"outlook" or other words of similar meaning. By their nature, all
forward-looking statements involve risk and uncertainty because they relate to
future events and circumstances which are beyond the control of Flowtech,
including amongst other things, United Kingdom domestic and global economic
business conditions, market-related risks such as fluctuations in interest
rates and exchange rates, the policies and actions of governmental and
regulatory authorities, the effect of competition, inflation, deflation, the
timing effect and other uncertainties of future acquisitions or combinations
within relevant industries, the effect of tax and other legislation and other
regulations in the jurisdictions in which Flowtech and its affiliates operate,
the effect of volatility in the equity, capital and credit markets on
Flowtech's profitability and ability to access capital and credit, a decline
in Flowtech's credit ratings; the effect of operational risks; and the loss of
key personnel. As a result, the actual future financial condition, performance
and results of Flowtech may differ materially from the plans, goals and
expectations set forth in any forward-looking statements. Any forward-looking
statements made in this Announcement by or on behalf of Flowtech speak only as
of the date they are made. Except as required by applicable law or regulation,
Flowtech expressly disclaims any obligation or undertaking to publish any
updates or revisions to any forward-looking statements contained in this
Announcement to reflect any changes in Flowtech's expectations with regard
thereto or any changes in events, conditions or circumstances on which any
such statement is based.

No statement in this Announcement is intended to be a profit forecast or
estimate, and no statement in this Announcement should be interpreted to mean
that earnings per share of Flowtech for the current or future financial years
would necessarily match or exceed the historical published earnings per share
of Flowtech.

The Placing Shares and Retail Offer Shares to be issued pursuant to the
Placing will not be admitted to trading on any stock exchange other than the
AIM market of the London Stock Exchange.

The Placing Shares and Retail Offer Shares have not been approved or
disapproved by the US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor have any
of the foregoing authorities passed upon or endorsed the merits of the Placing
or Retail Offer or the accuracy or adequacy of this Announcement. Any
representation to the contrary is a criminal offence in the United States.
The relevant clearances have not been, nor will they be, obtained from the
securities commission of any province or territory of Canada, no prospectus
has been lodged with, or registered by, the Australian Securities and
Investments Commission or the Japanese Ministry of Finance; the relevant
clearances have not been, and will not be, obtained from the South Africa
Reserve Bank or any other applicable body in the Republic of South Africa in
relation to the Placing Shares or Retail Offer Shares; and the Placing Shares
and Retail Offer Shares have not been, nor will they be, registered under or
offered in compliance with the securities laws of any state, province or
territory of the United States, Australia, Canada, the Republic of South
Africa or Japan.  Accordingly, the Placing Shares and Retail Offer Shares
may not (unless an exemption under the relevant securities laws is applicable)
be offered, sold, resold or delivered, directly or indirectly, in or into the
United States, Australia, Canada, the Republic of South
Africa or Japan or any other jurisdiction outside the United Kingdom or
the EEA.

Neither the content of Flowtech's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
Announcement.

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