TIDMFLOW
RNS Number : 5329N
Flowgroup plc
18 May 2015
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF
AMERICA, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR
ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.
PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS
ANNOUNCEMENT
THIS ANNOUNCEMENT IS NOT AN OFFER TO SELL OR THE SOLICITATION OF
AN OFFER TO BUY ANY RIGHTS, ORDINARY SHARES OR OTHER SECURITIES OF
THE COMPANY AND NEITHER THIS ANNOUNCEMENT NOR ANYTHING HEREIN FORMS
THE BASIS FOR ANY CONTRACT OR COMMITMENT WHATSOEVER. RIGHTS,
ORDINARY SHARES OR OTHER SECURITIES OF THE COMPANY MAY NOT BE
OFFERED OR SOLD IN THE UNITED STATES OF AMERICA ABSENT REGISTRATION
OR AN EXEMPTION FROM REGISTRATION AND THE RIGHTS OR ORDINARY SHARES
DESCRIBED HEREIN WILL BE SOLD IN ACCORDANCE WITH ALL APPLICABLE
LAWS AND REGULATIONS.
18 May 2015
Flowgroup PLC
("Flowgroup" or the "Company")
Result of Open Offer
and
Result of General Meeting
On 30 April 2015, Flowgroup plc (AIM: FLOW), which develops and
commercialises alternative and efficient energy technology
products, announced a conditional Firm Placing to raise
approximately GBP21.0m and an Open Offer to raise up to
approximately GBP2.0m, both before expenses.
The Company is pleased to announce that, at its General Meeting
held earlier today, the resolutions as set out in the Notice of
General Meeting sent to shareholders on 30 April 2015 in reference
to the Firm Placing and Open Offer, were duly passed.
The following levels of proxy votes were received in respect of
the resolutions:
Resolution For % Against % Total Votes Result
proxy withheld
votes
cast
--------------------- ----------- ------- -------- ------ ----------- ---------- -------
Ordinary Resolution
1. 77,309,592 99.997 2,486 0.003 77,325,165 1,038 Passed
--------------------- ----------- ------- -------- ------ ----------- ---------- -------
Special Resolution
2. 77,298,683 99.997 2,486 0.003 77,314,256 11,947 Passed
--------------------- ----------- ------- -------- ------ ----------- ---------- -------
Application has been made to AIM for the admission of 78,036,600
New Ordinary Shares. It is expected that Admission will become
effective at 8.00 a.m. on 19 May 2015.
The New Ordinary Shares will be issued credited as fully paid
and will rank in full for all dividends and other distributions
declared, made or paid after the admission of the New Ordinary
Shares in respect of Ordinary Shares and will otherwise rank on
admission of the New Ordinary Shares pari passu in all respects
with the existing Ordinary Shares.
Following Admission, the Company's total issued and voting share
capital will comprise 317,529,078 Ordinary Shares. This number may
be used by shareholders as the denominator for the calculations by
which they will determine if they are required to notify their
interest in, or a change to their interest in, the share capital of
the Company under the Financial Conduct Authority's Disclosure and
Transparency Rules.
A copy of this announcement setting out the results for the
General Meeting is also available on the Company's website at
www.flowgroup.uk.com.
Both the Firm Placing and Open Offer remain conditional, amongst
other things, upon Admission. Admission is expected to become
effective at or shortly after 8.00 a.m. on 19 May 2015.
Capitalised terms in this announcement have the meanings given
to them in the Circular dated 30 April 2015 ("Circular").
Directors' interests
Following Admission of the New Ordinary Shares allotted under
the Firm Placing and Open Offer the interests of the Directors in
the Ordinary Shares of the Company will be as follows:
Director Number % share Number % Enlarged
of Ordinary capital of New Share Capital
Shares prior Ordinary
held prior to Admission Shares
to Admission immediately
following
Admission
-------------------- -------------- -------------- ------------- ---------------
Clare Spottiswoode 608,787 0.25 608,787 0.19
-------------------- -------------- -------------- ------------- ---------------
Tony Stiff 2,194,428 0.92 2,194,428 0.69
-------------------- -------------- -------------- ------------- ---------------
Nigel Canham 68,400 0.03 68,400 0.02
-------------------- -------------- -------------- ------------- ---------------
Henry Cialone 344,692 0.14 344,692 0.11
-------------------- -------------- -------------- ------------- ---------------
David Grundy 153,844 0.06 153,844 0.05
-------------------- -------------- -------------- ------------- ---------------
John Johnston 1,027,014 0.43 1,027,014 0.32
-------------------- -------------- -------------- ------------- ---------------
Total 4,397,165 1.84 4,397,165 1.38
-------------------- -------------- -------------- ------------- ---------------
For further information, please contact:
Flowgroup plc www.flowgroup.uk.com
Tony Stiff, Group Chief Executive Tel: +44 (0)20
Officer 3137 4525
Nigel Canham, Chief Financial
Officer
Investec Bank plc (NOMAD, joint Tel: +44 (0)20
Financial Adviser and joint Broker) 7597 4000
Christopher Baird / Daniel Adams
/ Ben Williams
Cenkos Securities plc (joint Financial Tel: +44 (0)20
Adviser and joint Broker) 7397 8900
Stephen Keys / Christopher Golden
(Corporate Finance)
Julian Morse (Sales)
Walbrook PR Ltd Tel: +44 (0)20 7933 8780 or
flowgroup@walbrookpr.com
Paul McManus (Media Relations) Mob: 07980 541
893
This announcement does not constitute an offer to sell or an
invitation to subscribe for, or solicitation of an offer to
subscribe for or buy New Ordinary Shares to any person in any
jurisdiction to whom it is unlawful to make such offer or
solicitation. In particular, this announcement must not be taken,
transmitted, distributed or sent, directly or indirectly, in, or
into, the United States of America, Canada, Australia, Japan or the
Republic of South Africa or transmitted, distributed or sent to, or
by, any national, resident or citizen of such countries.
Accordingly, the New Ordinary Shares may not, subject to certain
exceptions, be offered or sold, directly or indirectly, in, or
into, the United States of America, Canada, Australia, Japan or the
Republic of South Africa or in any other country, territory or
possession where to do so may contravene local securities laws or
regulations. The New Ordinary Shares have not been, and will not
be, registered under the United States Securities Act of 1933 (as
amended) or under the securities legislation of any state of the
United States of America, any province or territory of Canada,
Australia, Japan or the Republic of South Africa and they may not
be offered or sold, directly or indirectly, within the United
States of America or Canada, Australia, Japan or the Republic of
South Africa or to or for the account or benefit of any national,
citizen or resident of the United States of America, Canada, Japan
or the Republic of South Africa or to any US person (within the
definition of Regulation S made under the US Securities Act 1933
(as amended)).
This information is provided by RNS
The company news service from the London Stock Exchange
END
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