We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Register for real-time alerts, custom portfolio, and market movers
| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Flowtech Fluidpower Plc | LSE:FLO | London | Ordinary Share | GB00BM4NR742 | ORD 50P |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| -0.10 | -0.10% | 97.50 | 96.00 | 99.00 | 93,061 | 16:35:26 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| Fluid Powr Cylindrs,actuatrs | 114.77M | -6.25M | -0.1017 | -9.60 | 60.02M |
From Apr 2019 to Apr 2024
TIDMFLO
RNS Number : 1521Z
Flowtech Fluidpower PLC
10 March 2017
10 March 2017
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, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND, NEW ZEALAND OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN FLOWTECH FLUIDPOWER PLC OR ANY OTHER ENTITY IN ANY JURISDICTION.
This announcement contains inside information
Flowtech Fluidpower plc
("Flowtech", the "Group" or the "Company")
Confirmation of successful GBP10 million fundraise subject to shareholder approval
Flowtech (AIM: FLO), the specialist technical fluid power products supplier, is pleased to announce that, following the announcement of 9 March 2017 entitled "Proposed Accelerated Bookbuild to raise up to GBP10 million", the Company has raised a total of GBP10 million (before expenses) by means of an accelerated bookbuild with new and existing investors, of 8,333,333 Placing Shares at a price of 120 pence per share.
The Placing is subject to the passing of certain resolutions at the General Meeting. Shareholder approval in respect of the Placing will be sought at the General Meeting. Provided that the Resolutions are passed and the Placing has otherwise become unconditional, completion of the Placing is expected to take place on 30 March 2017.
Key Highlights
-- Oversubscribed placing to raise GBP10 million through the issue of 8,333,333 Placing Shares -- Placing Price of 120 pence per Placing Share -- The Placing is with existing and new institutional and other investors
Zeus Capital and finnCap acted as joint bookrunners in respect of the accelerated bookbuild.
Bryce Brooks, CFO, said:
"We are pleased to announce this successful placing to raise GBP10 million which demonstrates clear support from both new and existing shareholders.
Since listing, Flowtech has a proven track record of successfully integrating acquisitions and the proceeds of the placing will help to ensure that we have the required capital to fund our current acquisition pipeline and support future growth."
General Meeting
A Circular, extracts of which are set out below, and a notice of General Meeting will be posted to Shareholders shortly to explain the background to the Placing, to set out the reasons why the Board believes it to be in the best interests of the Company and its Shareholders and to seek Shareholder approval for the Resolutions at the General Meeting, which is being convened for 11:00 a.m. on 29 March 2017 at the offices of DLA Piper UK LLP, 1 St Peter's Square, Manchester M2 3DE.
Unless otherwise defined, all capitalised terms in this announcement are defined at the end of this announcement.
Additional information relating to the Placing is contained below in this announcement.
For further information please visit www.flowtechfluidpower.com or contact:
Flowtech Fluidpower plc Sean Fennon, CEO Bryce Brooks, CFO +44 (0)1695 52759 Zeus Capital (Nominated Adviser & Joint Broker) Andrew Jones / Jonathan Sharp (Corporate Finance) Dominic King (Broking) +44 (0)20 3829 5000 finnCap (Joint Broker) Ed Frisby / Kate Bannatyne (Corporate Finance) Rhys Williams / Emily Morris (Sales and Broking) +44 (0)20 7220 0500 Media enquiries: TooleyStreet Communications Fiona Tooley +44 (0)7785 703523
About Flowtech Fluidpower plc:
Flowtech Fluidpower plc, founded as Flowtech in 1983, is the UK's leading specialist supplier of technical fluid power products. The Group has three divisions: Flowtechnology, Power Motion Control and Process. All three of the Group's divisions have overlapping product sets, allowing procurement synergies to be maximised.
The Flowtechnology division focuses on supplying distributors and resellers of industrial MRO (maintenance, repair and operation) products, primarily serving urgent orders rather than bulk offerings. It is formed from Flowtechnology UK, Flowtechnology Benelux and Indequip. It offers an unrivalled range of Original Equipment Manufacturer (OEM) and Exclusive Brand products to over 3,400 distributors and resellers and the catalogues are recognised as the definitive source for fluid power products, containing 100,000 individual product lines and are distributed to more than 80,000 industrial Maintenance, Repair and Overhaul end users (MRO). The Power Motion Control division specialises in the design, assembly and supply of engineering components and hydraulic systems and is further enhanced by a service and repair function. The division is formed from Primary Fluid Power, Nelson Hydraulics, TSL Fluidpower and HTL. The Process division focuses on the supply of industrial components to the process sectors.
The Group's main distribution centre is in Skelmersdale, Lancashire with further distribution centres in the Netherlands and China. The Power Motion Control division (PMC) has operations in Merseyside, Northern Ireland, the Republic of Ireland, Yorkshire and Shropshire; Process operates from the West Midlands. In total the business employs 349 people.
Information relating to the Placing
1. Introduction
The Company announced today that it proposes to undertake a Placing to raise approximately
GBP10 million (before expenses) through the issue of Placing Shares at an issue price of 120 pence per Placing Share.
The Issue Price represents a discount of 3.2 per cent. to the Closing Price on the Latest Practicable Date. Application will be made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM. It is expected that Admission will occur on 30 March 2017. The Placing is conditional, inter alia, on the passing of certain resolutions at the General Meeting.
The purpose of this announcement is to set out the background to, and the reasons for, the Placing. It explains why the Directors consider the Placing to be in the best interests of the Company and its Shareholders as a whole. It also recommends that Shareholders vote in favour of the Resolutions to be proposed at the General Meeting, as the Directors intend to do themselves in respect of their own beneficial shareholdings.
Shareholder approval will be sought in respect of the Placing at the General Meeting which is convened for 11:00 a.m. on 29 March 2017 at the offices of DLA Piper UK LLP, 1 St Peter's Square, Manchester M2 3DE.
2. Background to and reasons for the Placing and use of proceeds
The Company's long term growth model is based on both organic growth, coupled with complementary acquisitions in the UK and Europe in a fragmented market place. Since its admission to AIM on 21 May 2014, the Company has completed seven acquisitions:
-- Primary Fluid Power Limited, completed on 4 August 2014; -- Albroco Limited, completed on 29 May 2015; -- Nelson Hydraulics Limited, completed on 3 July 2015; -- Indequip Limited, completed on 19 February 2016; -- Hydravalve Limited, completed on 18 March 2016; -- Triple Six Limited, completed on 29 July 2016; and -- Hydraulics and Transmissions Limited, completed on 21 January 2017.
The Directors believe that these acquisitions have been integrated successfully and are all delivering benefits to the Company.
The Directors have identified over 25 acquisition targets, some of which they are in active discussions with. These targets are located in the UK and mainland Europe, across the Flowtechnology, Power Motion Control, and Process divisions.
The acquisitions to date have been funded through a combination of cash reserves and existing debt facilities. In order to keep the business appropriately leveraged the board have considered a variety of funding options, including an equity and convertible debt package, to fund the acquisition pipeline in the short to medium term. The Directors believe that it is in the best interests of the Company and the Shareholders to fund the acquisition pipeline through the Placing and may seek in future additional debt funding, whilst considering the overall level of leverage.
3. Current trading and outlook
On 23 January 2017 the Company announced a trading update on its performance for the year ended 31 December 2016. The key highlights of the announcement are summarised as follows:
-- Group revenue was c.19.9% up on 2015 at approximately c.GBP53.7 million (c.19.3% in constant currency)
-- British Fluid Power Distributors Association Market Survey indicates 2016 fluid power overall distributor sales growth was negative 3.9% (hydraulics -5.9%, pneumatics +0.2%)
-- Post Brexit currency movements with resultant impact on input prices have to date been successfully passed on to customers due to our flexible pricing model, with 2016 exit margins maintained. However, some margin contraction was experienced in H2 while prices were managed upwards on products sourced in Euro and USD and sold in GBP markets
-- Three acquisitions successfully integrated into the Group, each delivering benefits, and a third "Process" division established focused on process industries, including Pharma, Environmental, and Steam
-- Net debt at year end was c.GBP13.0 million
-- Investment in central and sales resources aimed at optimising cross channel opportunities, and future acquisition integration programme underpinning long term growth
-- As a result of these investments and the gross margin contraction in H2, the Board expects underlying PBT will be in the range GBP7.0m to GBP7.2m.
The Directors are pleased to report that the Company continues to trade in line with current market expectations and they remain confident in the Company's performance and future.
4. Details of the Placing
Structure
The Directors have given careful consideration as to the structure of the proposed fundraising and have concluded that the Placing is the most suitable option available to the Company and its Shareholders at this time.
Placing Shares will be issued through the Placing at 120 pence per Placing Share to raise gross proceeds of approximately GBP10 million.
Principal terms of the Placing
The Company is proposing to issue Placing Shares pursuant to the Placing. In accordance with the terms of the Placing Agreement, Zeus Capital and finnCap have, as agents for the Company, conditionally placed, with institutional and other investors, the Placing Shares at the Issue Price to raise approximately GBP10 million.
The Placing is not being underwritten.
Under the Placing Agreement, the Company has agreed to pay to Zeus Capital and finnCap a fixed sum together with a commission based on the aggregate value of certain of the Placing Shares placed at the Issue Price and the costs and expenses of the Placing together with any applicable VAT.
Conditionality
The Placing is conditional, inter alia, upon the following:
-- the passing, without amendment, of resolutions 1 and 3 of the Resolutions at the General Meeting;
-- Admission occurring by no later than 8:00 a.m. on 30 March 2017 (or such later times and/or dates as may be agreed between the Company, Zeus Capital and finnCap, being no later than 5:00 p.m. on 28 April 2017); and
-- the Placing Agreement becoming unconditional in all respects (save for the condition relating to Admission) and not having been terminated in accordance with its terms.
If the conditions set out above are not satisfied or waived (where capable of waiver), the Placing will lapse and the Placing Shares will not be issued and all monies received from investors in respect of the Placing Shares will be returned to them (at the investors' risk and without interest) as soon as possible thereafter.
Application for Admission
Application will be made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM. Admission of the Placing Shares is expected to take place, and dealings on AIM are expected to commence, at 8:00 a.m. on 30 March 2017 (or such later time and/or dates as may be agreed between the Company, Zeus Capital and finnCap). No temporary document of title will be issued.
The Placing Shares will, following Admission, rank pari passu in all respects with the Existing Ordinary Shares in issue at the date of this document and will carry the right to receive all dividends and distributions declared, made or paid on or in respect of the Ordinary Shares after Admission.
5. Effect of the Placing
Upon completion of the Placing the Placing Shares will represent approximately 16.2 per cent. of the Enlarged Share Capital.
6. The Placing Agreement
Pursuant to the terms of the Placing Agreement, Zeus Capital and finnCap, as agents for the Company, have agreed to use their reasonable endeavours to procure subscribers for the Placing Shares at the Issue Price. The Placing Agreement is conditional upon, among other things, the conditions set out above and none of the warranties or undertakings given to Zeus Capital and finnCap prior to Admission being or becoming untrue, inaccurate or misleading in any material respect.
The Placing Agreement contains customary warranties given by the Company in favour of Zeus Capital and finnCap in relation to, inter alia, the accuracy of the information in this document and other matters relating to the Group and its business. In addition, the Company has agreed to indemnify Zeus Capital and finnCap (and their affiliates) in relation to certain liabilities which they may incur in respect of the Placing.
Zeus Capital and finnCap have the right to terminate the Placing Agreement in certain circumstances prior to Admission. In particular, in the event of a material breach of the warranties or a material adverse change or if the Placing Agreement does not become unconditional.
7. General Meeting
The General Meeting of the Company, notice of which is set out at the end of this document, is to be held at 11:00 a.m. on 29 March 2017 at the offices of DLA Piper UK LLP, 1 St Peter's Square, Manchester M2 3DE. The General Meeting is being held for the purpose of considering and, if thought fit, passing the Resolutions to approve the Placing.
8. Related party transactions
The following Related Parties (as defined in the AIM Rules for Companies) will be participating in the Placing.
Hot Features
Premium
% of % of
Existing Holding Enlarged
Current Ordinary post Share
Related Party Holding Shares Subscription subscription Capital
Miton Asset Management 6,373,172 14.8% 583,334 6,956,506 13.5%
Premier Asset
Management 5,600,650 13.0% 850,000 6,450,650 12.5%
The Directors, consider, having consulted with the Company's nominated adviser, Zeus Capital, that the terms of the Related Parties' participation in the Placing are fair and reasonable insofar as the Company's Shareholders are concerned.
9. Recommendation and voting intentions
The Directors believe that the Placing is in the best interests of the Company and its Shareholders as a whole.
Accordingly, the Directors unanimously recommend that you vote in favour of the Resolutions as they and Shareholders connected with them intend to do so in respect of their aggregate
beneficial holdings of the Existing Issued Share Capital.
DEFINITIONS
The following definitions apply throughout this announcement unless the context requires otherwise:
Admission admission of the Placing
Shares to trading on
AIM and such admission
becoming effective in
accordance with the AIM
Rules;
AIM the AIM market operated
by the London Stock Exchange;
AIM Rules the AIM Rules for Companies
and/or the AIM Rules
for Nominated Advisers
(as the context may require);
AIM Rules for Companies the rules of AIM as set
out in the publication
entitled 'AIM Rules for
Companies' published
by the London Stock Exchange
from time to time;
AIM Rules for Nominated the rules of AIM as set
Advisers out in the publication
entitled 'AIM Rules for
Nominated Advisers' published
by the London Stock Exchange
from time to time;
Board or Directors the board of directors
of the Company for the
time being;
Brokers finnCap and Zeus Capital
or either one of them
as the context may require;
Business Day any day (excluding Saturdays
and Sundays) on which
banks are open in London
for normal banking business
and the London Stock
Exchange is open for
trading;
Capita Asset Services a trading name of Capita
Registrars Limited, a
company incorporated
in England and Wales
with registered number
02605568 and having its
registered office at
The Registry, Beckenham,
Kent BR3 4TU;
certificated or in certificated the description of a
form share or other security
which is not in uncertificated
form (that is not in
CREST);
Circular means the circular to
be issued by the Company
to the holders of Ordinary
Shares containing, inter
alia, details of the
Placing and the Notice
of General Meeting;
Closing Price the closing middle market
quotation of an Ordinary
Share as derived from
the AIM Appendix to the
Daily Official List of
the London Stock Exchange;
Company or Flowtech Flowtech Fluidpower plc,
a company incorporated
in England and Wales
with registered number
09010518 and having its
registered office at
Pimbo Road, Skelmersdale,
WN8 9RB
CREST the relevant system (as
defined in the CREST
Regulations) in respect
of which Euroclear is
the Operator (as defined
in the CREST Regulations);
Enlarged Share Capital the issued share capital
of the Company immediately
following Admission;
EU the European Union;
Euroclear Euroclear UK & Ireland
Limited;
Existing Issued Share the issued share capital
Capital of the Company as at
the Latest Practicable
Date;
Existing Ordinary Shares the 43,078,282 Ordinary
Shares in issue as at
the Record Date;
FCA the UK Financial Conduct
Authority;
finnCap or finnCap Limited finnCap Limited, a company
incorporated in England
and Wales with registered
company number 06198898,
authorised and regulated
by the FCA;
Form of Proxy the form of proxy accompanying
this document relating
to the General Meeting;
FSMA the UK Financial Services
and Markets Act 2000,
as amended;
General Meeting or GM the general meeting of
the Company, notice of
which is set out at the
end of this document,
and including any adjournment(s)
thereof;
Group or Flowtech the Company and/or its
subsidiary undertakings
at the date of this document
(as defined in sections
1159 and 1160 of the
Act);
Impact Announcement the Company's proposed
regulatory announcement
of the Placing;
Issue Price or Placing 120 pence per Placing
Price Share;
Latest Practicable Date means 5:00 p.m. on 8
March 2017, being the
latest practicable date
prior to the announcement
by the Company of its
intention to undertake
the Placing;
London Stock Exchange London Stock Exchange
plc;
Notice of General Meeting means the notice convening
the General Meeting which
will be set out at the
end of the Circular;
Options options granted by the
Company over unissued
Ordinary Shares pursuant
to employee share option
schemes and rights to
subscribe for shares
pursuant to employee
and non executive long
term incentive plans
put in place by the Company;
Option Holders the employees of the
Company (including Directors)
who hold Options;
Ordinary Shares ordinary shares of 50
pence each in the capital
of the Company;
Placees the persons who have
agreed to subscribe for
the Placing Shares;
Placing the placing of the Placing
Shares with the Placees
pursuant to the Placing
Agreement;
Placing Agreement the conditional agreement
dated 9 March 2017 between
the Company, Zeus Capital
Limited and finnCap Limited
relating to the Placing;
Placing Shares the 8,333,333 new Ordinary
Shares to be issued by
the Company under the
Placing;
Prospectus Rules the Prospectus Rules
published by the FCA;
Record Date 5:00 p.m. on 8 March
2017;
Registrars Capita Asset Services,
a trading name of Capita
Registrars Limited;
Regulatory Information has the meaning given
Service or in the AIM Rules for
RNS Companies;
Resolutions the resolutions to be
proposed at the General
Meeting which are set
out in full in the Notice
of General Meeting;
Shareholders holders of Existing Ordinary
Shares;
uncertificated recorded on a register
of securities maintained
by Euroclear in accordance
with the CREST Regulations
as being in uncertificated
form in CREST and title
to which, by virtue of
the CREST Regulations,
may be transferred by
means of CREST;
UK or United Kingdom the United Kingdom of
England, Scotland, Wales
and Northern Ireland;
Zeus Capital or Zeus Zeus Capital Limited,
Capital Limited a company incorporated
in England and Wales
with registered company
number 04417845, authorised
and regulated by the
FCA;
GBP or sterling pounds sterling, the
legal currency of the
United Kingdom; and
Forward-looking statements
This announcement contains statements about Flowtech that are or may be deemed to be "forward-looking statements".
All statements, other than statements of historical facts, included in this announcement may be forward-looking statements. Without limitation, any statements preceded or followed by, or that include, the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "should", "anticipates", "estimates", "projects", "would", "could", "continue" or words or terms of similar substance or the negative thereof, are forward-looking statements. Forward-looking statements include, without limitation, statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects and (ii) business and management strategies and the expansion and growth of the operations of Flowtech.
These forward-looking statements are not guarantees of future performance. These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of any such person, or industry results, to be materially different from any results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements are based on numerous assumptions regarding the present and future business strategies of such persons and the environment in which each will operate in the future. Investors should not place undue reliance on such forward-looking statements and, save as is required by law or regulation (including to meet the requirements of the AIM Rules, the Prospectus Rules and/or the FSMA), Flowtech does not undertake any obligation to update publicly or revise any forward-looking statements (including to reflect any change in expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based). All subsequent oral or written forward-looking statements attributed to Flowtech Fluidpower plc or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. All forward-looking statements contained in this announcement are based on information available to the Directors of Flowtech at the date of this announcement, unless some other time is specified in relation to them, and the posting or receipt of this announcement shall not give rise to any implication that there has been no change in the facts set forth herein since such date.
This information is provided by RNS
The company news service from the London Stock Exchange
END
IOEGMGMFMGDGNZM
(END) Dow Jones Newswires
March 10, 2017 06:06 ET (11:06 GMT)
1 Year Flowtech Fluidpower Chart |
1 Month Flowtech Fluidpower Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions
