6th Feb 2026 12:08
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 Ordinary Share of five pence and one Deferred Share of 45 pence, pursuant to the Capital Reorganisation. | 33,910,763 | 88.64% | 4,347,014 | 11.36% | 60.46% | - |
2 | To authorise the amendment to the Company's Articles of Association, to set out the rights and restrictions of the Deferred Shares, pursuant to the Capital Reorganisation. | 33,910,763 | 88.64% | 4,347,014 | 11.36% | 60.46% | - |
3 | To authorise the Directors to allot the New Ordinary Shares pursuant to the Fundraising in accordance with section 551 of the Companies Act 2006. | 33,902,555 | 88.62% | 4,352,006 | 11.38% | 60.46% | 3,216 |
4 | To authorise the Directors to disapply the statutory pre-emption rights in relation to the issue of the New Ordinary Shares pursuant to the Fundraising. | 33,648,521 | 88.55% | 4,352,006 | 11.45% | 60.06% | 257,250 |
5 | To authorise the Directors the authority to allot New Ordinary Shares in the Company. | 32,365,771 | 84.60% | 5,892,006 | 15.40% | 60.46% | - |
For further information please contact:
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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.
Related Shares:
Flowtech Fluid.