REG - Flowtech Fluidpower - Result of Placing and Notice of General Meeting

Flowtech FluidpowerAnnouncement

Tue 15:30

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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 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) 20 7496 3000

 TooleyStreet Communications (IR and media relations)

 Fiona Tooley

 Tel: +44 (0) 7785 703523

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

 

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