Proposed Retail Offer
Flowtech Fluidpower PLC announced a retail offer to raise up to £1 million through the issue of new ordinary shares at 53.0 pence per share, with up to 1,886,792 shares available. This retail offer is conditional on a larger placing of new ordinary shares to raise approximately £9 million at the same issue price, which represents an 11.5% discount to the previous day's closing price of 59.9 pence. The proceeds from both the retail offer and the placing will be used for the same purposes, and admission of the new shares to AIM is expected around February 9, 2026. The retail offer is specifically for existing UK shareholders and closes on January 22, 2026.
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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
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.
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.
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.
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).
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.
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.
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.