Result of General Meeting
Flowtech Fluidpower PLC announced that all resolutions presented at its General Meeting were passed, enabling the completion of its placing and retail offer, which raised gross proceeds of £9 million and £0.6 million respectively. The company also expects the acquisition to complete within two business days and a capital reorganisation, involving the subdivision of existing ordinary shares, to occur before admission on February 9, 2026. Following these events, the total number of voting rights in the company will be 81,436,375.
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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 | T o 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% | - |
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