Flowgroup plc Result of Open Offer and Result of General Meeting (5329N)

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NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH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: [phone] or 
                                                  [e-mail] 
 Paul McManus (Media Relations)                             Mob: [phone] 
                                                                       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

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