TIDMFLOW
RNS Number : 7818L
Flowgroup plc
30 April 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NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR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.
30 April 2015
Flowgroup plc
(the "Company")
Proposed Firm Placing to raise approximately GBP21.0m
Open Offer to raise up to approximately GBP2.0m
Notice of General Meeting
Flowgroup plc (AIM: FLOW), which develops and commercialises
alternative and efficient energy technology products, announces a
conditional Firm Placing to raise approximately GBP21.0m and an
Open Offer to raise up to approximately GBP2.0m, primarily to
accelerate the development of a combination version of the Flow
mCHP boiler and reducing supply chain and production costs of its
boilers.
Reasons for the Fundraising
-- Accelerating development of the combination boiler to
increase the addressable market in the UK from current 400,000 to
1.7m units per year and provide early entry into European
markets
-- Reducing supply chain costs and upgrading systems to reduce production costs
-- Expanding existing sales team to turn installers into resellers
-- Upgrading systems and processes to enable management of a
wider range of UK boiler installers
-- Developing integrated smart home connectivity - to be
included in the combination boiler from outset
-- Exploiting intellectual property through licensing
Details of the Fundraising
-- Firm Placing - Firm Placing of 73,684,210 new Ordinary Shares
at 28.5p each to raise c. GBP21.0m before expenses by means of a
placing by Investec Bank and Cenkos Securities
-- Jabil investment - Jabil Circuit Netherlands B.V., an
indirectly wholly-owned subsidiary of Jabil Circuit, Inc.,
Flowgroup's manufacturing partner,to invest c. GBP7.4m as part of
the Firm Placing
-- Open Offer - Up to 7,043,896 new Ordinary shares at 28.5p to
raise up to c. GBP2.0m. Qualifying Shareholders are entitled to
apply for 1 Offer Share for every 34 Existing Ordinary Shares
-- Offer Price - The Offer Price of the new Ordinary Shares at
28.5 pence per ordinary share, represents a discount of 5 per cent.
to the closing middle market share price of 30 pence on 27 April
2015
-- Notice of GM - Shareholder approval will be sought at a General Meeting on 18 May 2015
-- Admission - Admission and commencement of dealings in the new
Ordinary Shares on AIM expected on 19 May 2015
-- The Directors unanimously recommend Shareholders to vote in favour of the Resolutions
Tony Stiff, Chief Executive Officer of the Flowgroup, said: "We
have demonstrated significant progress towards the
commercialisation of Flow's product division, alongside the success
of our Flow energy division. The Board believes now is an
appropriate time to accelerate the development and delivery of a
range of low cost mCHP combination and system boilers. These
developments would significantly expand the number of homes that
Flow mCHP boilers can be installed into and accelerate the rate of
doing so; we believe the Flow mCHP combination version can be in
production by H2 2016, a year in advance of the current plan with
current resources."
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
Investec Bank plc, which is authorised in the United Kingdom by
the Prudential Regulatory Authority and regulated by the FCA and
the Prudential Regulatory Authority, is acting exclusively for the
Company and no other person in connection with the rights issue and
open offer. Investec Bank plc's responsibilities as the Company's
nominated adviser under the AIM Rules for Nominated Advisers are
owed solely to the London Stock Exchange and are not owed to the
Company or to any Director or to any person in respect of his
decision to acquire Firm Placing Shares or Offer Shares in the
Company in reliance on any part of this announcement. No
representation or warranty, express or implied, is made by Investec
Bank plc as to any of the contents of this announcement and,
without limiting the statutory rights of any person to whom this
announcement is issued, no liability whatsoever is accepted by
Investec Bank plc for the accuracy of any information or opinions
contained in this announcement or for the omission of any material
information. Investec Bank plc will not be offering advice nor will
it be responsible for providing client protections to recipients of
this announcement in respect of the Firm Placing and Open
Offer.
Cenkos Securities PLC, which is authorised and regulated in the
United Kingdom by the FCA is acting exclusively for the Company and
no other person in connection with the matters described in this
announcement. No representation or warranty, express or implied, is
made by Cenkos Securities PLC as to any of the contents of this
announcement and, without limiting the statutory rights of any
person to whom this announcement is issued, no liability whatsoever
is accepted by Cenkos Securities PLC for the accuracy of any
information or opinions contained in this announcement or for the
omission of any material information. Cenkos Securities PLC will
not be offering advice nor will it be responsible for providing
client protections to recipients of this announcement in respect of
the Firm Placing and Open Offer.
The information reproduced below is extracted from the Circular
which has been published and posted to Shareholders today. The full
Circular is available on the Company's website:
www.flowgroup.uk.com
Firm Placing of 73,684,210 new Ordinary Shares at 28.5 pence per
share including 25,835,088 new Ordinary Shares subscribed for by
Jabil Circuit Netherlands B.V.
Open Offer of up to 7,043,896 new Ordinary Shares at 28.5 pence
per share and
Notice of General Meeting
Introduction
The Board is pleased to announce a conditional Firm Placing of
73,684,210 new Ordinary Shares at 28.5 pence each to raise GBP21.0
million before expenses by means of a placing by Investec Bank and
Cenkos Securities. As part of the Firm Placing Jabil Circuit
Netherlands B.V., an indirectly wholly-owned subsidiary of Jabil
("Jabil Netherlands"), is investing approximately GBP7.4 million
resulting in Jabil Netherlands holding approximately 8.25 per cent.
in the Enlarged Share Capital (excluding the Open Offer).
In addition, in order to provide Shareholders who have not taken
part in the Firm Placing with an opportunity to participate in the
proposed issue of new Ordinary Shares, the Company is providing all
Qualifying Shareholders with the opportunity to subscribe at the
Offer Price for an aggregate of 7,043,896 Offer Shares, to raise up
to approximately GBP2.0 million, on the basis of 1 new Ordinary
Share for every 34 Existing Ordinary Shares, at 28.5 pence each,
payable in full on acceptance.
The Open Offer provides Qualifying Shareholders with an
opportunity to participate in the proposed issue of the Offer
Shares on a pre-emptive basis whilst providing the Company with
additional capital to invest in the business of the Group.
Background to and reasons for the Fundraising
The Directors believe that with Type CE approval having been
granted on 8 April 2015 and volume production having since begun
with Jabil in Scotland, over the last six months, the Company has
demonstrated significant progress towards commercialisation of its
Flow products division alongside the success of its Flow energy
division. The sales launch of the Flow mCHP boiler via the internet
started in late January 2015, covering the North West and North
East of the UK. It has now been expanded to cover London, the South
East and the Midlands, with full coverage of the UK expected by
June 2015. Reservations for the Flow mCHP boiler have been taken
and the fulfilment of these reservations would give rise to sales
being in line with April and May's internal plan. Marketing
campaigns have generated increased traffic to our website which is
currently receiving around 24,000 visitors a month.
The Company is presently marketing the Flow mCHP boiler directly
to customers and also expects to expand quickly into third party
sales relationships, such as that envisaged by the memorandum of
understanding announced with entu Plc on 10 February 2015.
The Company's installer network continues to grow and it is
expected that many of these businesses will sell the Company's
products as well as install them. International interest continues
to develop. Evaluation projects are progressing with NRG Energy and
a major European utility which could offer potential
commercialisation in these markets.
The Directors believe that the Flow products division has an
opportunity to increase scale that requires further investment in
order to accelerate the development and delivery of a range of low
cost mCHP combination and system boilers. These developments would
significantly expand the number of homes that Flow mCHP boilers can
be installed into and accelerate the rate of doing so. The
additional funding will therefore provide for investment in the
following key areas:
-- Over 75% of new boilers installed in the UK are combination
boilers. Our accelerated design, development, testing and cost down
from launch of a range of combination mCHP boilers will increase
the addressable market in the UK by 250% and also provide early
entry into European markets;
-- Getting the cost of the product down to target a 2 year pay
back in UK and Europe from product launch (currently 5 years);
-- Expansion of existing sales team and infrastructure support;
-- Upgrading systems and processes to enable management of third
party boiler installers and third party sales channels in the UK
including an enhanced direct sales team;
-- Development of integrated smart home connectivity in the
combination boiler as standard which would be an opportunity to
embed a smart control system in homes to allow Flow to cross sell a
wide variety of intelligent efficient products;
-- Growing the supply chain and engineering teams, to work with
Jabil and the Company's supply chain in an effort to reduce supply
chain costs and to reduce production costs; and
-- Exploitation of intellectual property through licensing under a "Flow Inside" brand.
The Board is targeting to be net cash flow generative by Q4 2015
and profitable by Q1 2016.
The Directors believe that to delay the investment would result
in a missed opportunity of significant size and as such have
concluded that now is the right time to increase its investment
expenditure for the benefit of shareholders in the long term. With
this investment the Directors believe that the Flow mCHP
combination version can be in production by H2 2016, a year in
advance of the current plan with the current resources. This would
increase the range of homes that the Flow mCHP boiler can be
installed into in the UK from 400,000 to 1.7 million units per
annum. It would also open up the European markets where circa 8
million boilers are replaced per annum, with a target launch in H1
2017.
Jabil is a US listed company which describes itself as a global
manufacturing services provider with revenue in its fiscal year
2014 of $15.8bn and manufacturing operations in 24 countries. Jabil
Netherlands is an indirectly wholly-owned subsidiary of Jabil based
in the Netherlands. Jabil Netherlands is investing in Flowgroup
through participation in the Firm Placing.
Flowgroup and Jabil have entered into an exclusive manufacturing
services agreement to manufacture Flow boilers, components and
derivatives and Jabil is providing working capital support to
Flowgroup within agreed parameters. Flowgroup and Jabil are
committed to working more closely together going forwards on cost
reduction and product development programmes using Jabil's design
engineers and other relevant design engineering capability.
Jabil has developed the knowledge to produce the Company's
products, and built a volume production facility, which has
achieved BSI (British Standards Institute) certification.
Use of proceeds
The funds raised through the Firm Placing and Open Offer will be
used to develop a range of combination boilers, to bring forward
component cost down programmes and to enhance boiler support
infrastructure and sales support. In particular the funds will be
applied to:
-- Accelerating development of the combination boiler to
increase the addressable market in the UK by 250% and then make
early entry into European markets;
-- Expanding existing sales team to turn installers into resellers;
-- Upgrading systems and processes to enable management of a
wider range of UK boiler installers;
-- Developing integrated smart home connectivity, which will be
integrated into the combination boiler from the outset;
-- Reducing supply chain costs and upgrading systems to reduce production costs; and
-- Exploiting intellectual property through licensing.
Jabil will be supplying services to support some of the
foregoing initiatives.
Current Trading
On the 10 March 2015, the Company announced a pre-close
statement for the year ended 31 December 2014. In that statement,
the Company said results were expected to be in-line with current
analyst forecasts. For the year ended 31 December 2014 the Company
expects to report unaudited revenues of GBP33.4 million and an
operating loss of GBP10.0 million. Cash on the balance sheet as at
31 December 2014 was GBP8.4 million. As at the 31 March 2015, the
Company had generated unaudited revenues of GBP13.5 million and as
at 7 April 2015 net cash on the balance sheet was GBP4.1
million.
The Company expects to announce its audited results for the year
ended 31 December 2014 on 26 May
2015.
Flow Energy
Due to the changing of consumer behaviour and government and
media focus on consumers switching energy supplier, the Directors
believe that opportunities may exist to grow the existing energy
business from the current 55,000 to over 800,000 customer fuel
accounts in the next three years. To achieve this, Flow energy
would need to enter into a contractual arrangement where trading
collateral (cash deposits per customer) would be reduced. Currently
the Group has circa GBP2.5m on deposit, which, under a new
collateral energy purchasing contract, currently under discussion
whereby a charge is taken over Flow's energy customers, would be
returned. With the return of these funds and a trading collateral
free arrangement in place the Directors believe that Flow energy
could grow without further significant investment. To the extent a
suitable collateral energy purchasing contract cannot be agreed,
the cost of growing the energy business is commensurately higher
and is unlikely to be as attractive.
The Directors also believe that growing the energy business
would provide opportunities to cross sell the Flow mCHP boiler and
smart home products from businesses that could potentially be
introduced by, among others, Jabil. Discussions are underway on the
first product that maybe released - a 'smart home hub' and initial
commercial terms and market introduction plans have been
prepared.
Principle terms of the Firm Placing
The Company has conditionally raised GBP21.0 million before
expenses by the conditional Firm Placing of 73,684,210 Firm Placing
Shares at the Offer Price to the Firm Placees.
The Firm Placing is conditional, inter alia, upon:
i. the passing of all of the Resolutions;
ii. the Firm Placing and Open Offer Agreement becoming or being
declared unconditional in all respects and not having been
terminated in accordance with its terms prior to Admission; and
iii. Admission becoming effective by no later than 8.00 a.m. on
19 May 2015 or such later time and/or date (being no later than
8.00 a.m. on 20 June 2015) as Investec Bank and Cenkos Securities
and the Company may agree.
If any of the conditions are not satisfied, the Firm Placing
Shares will not be issued and all monies received from the Firm
Placees will be returned to them (at the Firm Placees' risk and
without interest) as soon as possible thereafter.
The Firm Placing Shares are not subject to clawback and are not
part of or subject to any condition related to the Open Offer.
The Firm Placing Shares (and the Offer Shares) will be issued
free of all liens, charges and encumbrances and will, when issued
and fully paid, rank pari passu in all respects with the Existing
Ordinary Shares, including the right to receive all dividends and
other distributions declared, made or paid after the date of their
issue.
Application will be made to the London Stock Exchange for the
Admission of the Firm Placing Shares to trading on AIM. It is
expected that Admission will occur and that dealings will commence
at 8.00 a.m. on 19 May 2015 at which time it is also expected that
the Firm Placing Shares will be enabled for settlement in
CREST.
Related Party
The participation of Aviva plc ("Aviva") in the Firm Placing of
11,477,192 new Ordinary Shares constitutes a related party
transaction under the AIM Rules for Companies by virtue of Aviva
being a substantial shareholder in the Company. The Directors
consider, having consulted with Investec Bank, its nominated
adviser, that the terms of the transaction are fair and reasonable
in so far as its Shareholders are concerned.
Principal Terms of the Open Offer
The Company is proposing to raise up to approximately GBP23.0
million before expenses through the issue of up to 80,728,106 New
Ordinary Shares, of which GBP21.0 million will be raised from the
Firm Placing and the balance of up to circa GBP2.0 million will be
raised from the Open Offer.
A total of 7,043,896 new Ordinary Shares are available to
Qualifying Shareholders pursuant to the Open Offer at the Offer
Price, payable in full on acceptance. Any Offer Shares not
subscribed for by Qualifying Shareholders will be available to
Qualifying Shareholders under the Excess Application Facility. The
balance of any Offer Shares not subscribed for under the Excess
Application Facility will not be available to Firm Placees under
the Firm Placing.
Qualifying Shareholders may apply for Offer Shares under the
Open Offer at the Offer Price on the following basis:
1 Offer Share for every 34 Existing Ordinary Shares
and so in proportion for any number of Existing Ordinary Shares
held on the Record Date. Entitlements of Qualifying Shareholders
will be rounded down to the nearest whole number of Offer Shares.
Fractional entitlements which would otherwise arise will not be
issued to the Qualifying Shareholders but will be made available
under the Excess Application Facility. The Excess Application
Facility enables Qualifying Shareholders to apply for Excess Shares
in excess of their Open Offer Entitlement. Not all Shareholders
will be Qualifying Shareholders. Shareholders who are located in,
or are citizens of, or have a registered office in certain overseas
jurisdictions will not qualify to participate in the Open Offer.
The attention of Overseas Shareholders is drawn to paragraph 6 of
Part 3 of the Circular.
Valid applications by Qualifying Shareholders will be satisfied
in full up to their Open Offer Entitlements as shown on the
Application Form. Applicants can apply for less or more than their
entitlements under the Open Offer but the Company cannot guarantee
that any application for Excess Shares under the Excess Application
Facility will be satisfied as this will depend in part on the
extent to which other Qualifying Shareholders apply for less than
or more than their own Open Offer Entitlements. The Company may
satisfy valid applications for Excess Shares of applicants in whole
or in part but reserves the right not to satisfy any excess above
any Open Offer Entitlement. The Board may scale back applications
made in excess of Open Offer Entitlements on such basis as it
reasonably considers to be appropriate.
Application has been made for the Open Offer Entitlements to be
admitted to CREST. It is expected that such Open Offer Entitlements
will be credited to CREST on 1 May 2015. The Open Offer
Entitlements will be enabled for settlement in CREST until 11.00
a.m. on 15 May 2015. Applications through the CREST system may only
be made by the Qualifying CREST Shareholder originally entitled or
by a person entitled by virtue of bona fide market claims. The
Offer Shares must be paid in full on application. The latest time
and date for receipt of completed Application Forms or CREST
applications and payment in respect of the Open Offer is 11.00 a.m.
on 15 May 2015. The Open Offer is not being made to certain
Overseas Shareholders, as set out in paragraph 6 of Part 3 of the
Circular.
Qualifying Shareholders should note that the Open Offer is not a
rights issue and therefore the Offer Shares which are not applied
for by Qualifying Shareholders will not be sold in the market for
the benefit of the Qualifying Shareholders who do not apply under
the Open Offer. The Application Form is not a document of title and
cannot be traded or otherwise transferred.
Further details of the Open Offer and the terms and conditions
on which it is being made, including the procedure for application
and payment, are contained in Part 3 of the Circular and on the
accompanying Application Form.
The Open Offer is conditional on the Firm Placing becoming or
being declared unconditional in all respects and not being
terminated before Admission (as the case may be). The principal
conditions to the Firm Placing are:
a) the passing of all of the Resolutions at the General Meeting;
b) the Firm Placing and Open Offer Agreement having become unconditional; and
c) Admission becoming effective by no later than 8.00 a.m. on 19
May 2015 or such later time and/or date (being no later than 8.00
a.m. on 20 June 2015) as Investec Bank, Cenkos Securities and the
Company may agree.
Accordingly, if these conditions are not satisfied or waived
(where capable of waiver), the Open Offer will not proceed and the
Offer Shares will not be issued and all monies received by Neville
Registrars will be returned to the applicants (at the applicants'
risk and without interest) as soon as possible thereafter. Any Open
Offer Entitlements admitted to CREST will thereafter be
disabled.
The Offer Shares (and the Firm Placing Shares) will be issued
free of all liens, charges and encumbrances and will, when issued
and fully paid, rank pari passu in all respects with the Existing
Ordinary Shares, including the right to receive all dividends and
other distributions declared, made or paid after the date of their
issue.
Application will be made to the London Stock Exchange for the
admission of the Offer Shares to trading on AIM. It is expected
that Admission will occur and that dealings will commence at 8.00
a.m. on 19 May 2015 at which time it is also expected that the
Offer Shares will be enabled for settlement in CREST.
Overseas Shareholders
The attention of Qualifying Shareholders who have registered
addresses outside the United Kingdom, or who are citizens or
residents of countries other than the United Kingdom, or who are
holding Existing Ordinary Shares for the benefit of such persons,
(including, without limitation, custodians, nominees, trustees and
agents) or who have a contractual or other legal obligation to
forward the Circular or the Application Form to such persons, is
drawn to the information which appears in paragraph 6 of Part 3 of
the Circular.
In particular, Qualifying Shareholders who have registered
addresses in or who are resident in, or who are citizens of,
countries other than the UK (including without limitation the
United States of America), should consult their professional
advisers as to whether they require any governmental or other
consents or need to observe any other formalities to enable them to
take up their entitlements under the Open Offer.
General Meeting
The Directors do not currently have authority to allot all of
the New Ordinary Shares and, accordingly, the Board is seeking the
approval of Shareholders to allot the New Ordinary Shares at the
General Meeting. A notice convening the General Meeting, which is
to be held at Third Floor, Castlefield House, Liverpool Road,
Castlefield, Manchester M3 4SB at 10.30 a.m. on 18 May 2015, is set
out in a circular which is expected to be posted to Shareholders
today.
Action to be taken
In respect of the General Meeting
You will find enclosed with the Circular a Form of Proxy for use
by Shareholders at the General Meeting. Whether or not you intend
to be present at the General Meeting, you are requested to complete
and return the Form of Proxy in accordance with the instructions
printed thereon. To be valid, completed Forms of Proxy must be
received by Neville Registrars at Neville House, 18 Laurel Lane,
Halesowen, West Midlands B63 3DA as soon as possible and in any
event not later than 10.30 a.m. on 16 May 2015, being 48 hours
before the time appointed for holding the General Meeting.
Completion of a Form of Proxy will not preclude you from attending
the meeting and voting in person if you so choose.
In respect of the Open Offer
Qualifying non-CREST Shareholders wishing to apply for Offer
Shares or the Excess Shares must complete the Application Form
(enclosed with the Circular) in accordance with the instructions
set out in paragraph 3.1 of Part 3 (Terms and Conditions of the
Open Offer) of the Circular and on the Application Form and return
it with the appropriate payment to Neville Registrars at Neville
House, 18 Laurel Lane, Halesowen, West Midlands B63 3DA, so as to
arrive no later than 11.00 a.m. on 15 May 2015.
If you do not wish to apply for any Offer Shares under the Open
Offer, you should not complete or return the Application Form.
Shareholders are nevertheless requested to complete and return the
Form of Proxy.
If you are a Qualifying CREST Shareholder, no Application Form
will be sent to you. Qualifying CREST Shareholders will have Open
Offer Entitlements and Excess CREST Open Offer Entitlements
credited to their stock accounts in CREST. You should refer to the
procedure for application set out in paragraph 3.2 of Part 3 (Terms
and Conditions of the Open Offer) of the Circular. The relevant
CREST instructions must have settled in accordance with the
instructions in paragraph 3.2 of Part 3 of the Circular by no later
than 11.00 a.m. on 15 May 2015.
Qualifying CREST Shareholders who are CREST sponsored members
should refer to their CREST sponsors regarding the action to be
taken in connection with the Open Offer.
Recommendation
The Directors believe that the Firm Placing and Open Offer and
the passing of the Resolutions are in the best interests of the
Company and Shareholders, taken as a whole. The Directors
unanimously recommend Shareholders vote in favour of the
Resolutions, as they have irrevocably undertaken to do in respect
of their own holdings which, in aggregate, total 4,397,165 Existing
Ordinary Shares, representing 1.84 per cent. of the Existing
Ordinary Shares.
Expected timetable of events
Record Date for the Open Offer 5.00 p.m. on 29
April 2015
Ex-entitlement Date 30 April 2015
Open Offer Entitlements and Excess
CREST Open Offer Entitlements credited 1 May 2015
to stock accounts of Qualifying
CREST Shareholders
Latest time and date for receipt
of completed Forms of Proxy to be 10.30 a.m. on 16
valid at the General Meeting May 2015
Recommended latest time and date
for requesting withdrawal of Open 4.30 p.m. on 8
Offer Entitlements from CREST May 2015
Latest time and date for depositing 3.00 p.m. on 12
Open Offer Entitlements into CREST May 2015
Latest time and date for splitting
Application Forms (to satisfy bona 3.00 p.m. on 13
fide market claims only) May 2015
Latest time and date for acceptance
of the Open Offer and receipt of
completed Application Forms and 11.00 a.m. on 15
payment in full under the Open Offer May 2015
or settlement of relevant CREST
instruction (if appropriate)
General Meeting 10.30 a.m. on 18
May 2015
Announcement of result of General 18 May 2015
Meeting and Open Offer
Admission and commencement of dealings
in the Firm Placing Shares and Offer 8.00 a.m. on 19
Shares on AIM May 2015
Firm Placing Shares and Offer Shares
credited to CREST members' accounts 19 May 2015
Dispatch of definitive share certificates By 29 May 2015
in certificated form
If any of the details contained in the timetable above should
change, the revised times and dates will be notified by means of an
announcement through a Regulatory Information Service.
Certain of the events in the above timetable are conditional
upon, amongst other things, the approval of the Resolutions to be
proposed at the General Meeting.
All references are to London time unless stated otherwise.
Definitions
The following definitions apply throughout this announcement,
unless the context requires otherwise:
"Act" Companies Act 2006 (as amended)
"Admission" the admission of the New Ordinary
Shares to trading on AIM in accordance
with the AIM Rules for Companies
"AIM" the AIM market operated by London
Stock Exchange
"AIM Rules for the AIM Rules for Companies and
Companies" guidance notes as published by
the London Stock Exchange from
time to time
"Application Form" the non-CREST Application Form
"Board" or "Directors" the directors of the Company as
at the date of this announcement
"Business Day" a day other than a Saturday, Sunday
or public holiday in England when
banks in London are open for business
"Cenkos Securities" Cenkos Securities plc
"Circular" The document published by the Company
setting out the terms of the Firm
Placing and the Open Offer and
containing the notice of General
Meeting
"Company" or "Flowgroup" Flowgroup Plc
"CREST" the relevant system (as defined
in the CREST Regulations) in respect
of which Euroclear is the operator
(as defined in the CREST Regulations)
"CREST member" a person who has been admitted
to CREST as a system-member (as
defined in the CREST Manual)
"CREST member account the identification code or number
ID" attached to a member account in
CREST
"CREST participant" a person who is, in relation to
CREST, a system-participant (as
defined in the CREST regulations)
"CREST participant shall have the meaning given in
ID" the CREST Manual issued by Euroclear
"CREST payment" shall have the meaning given in
the CREST Manual issued by Euroclear
"CREST Regulations" the Uncertificated Securities Regulations
2001 (SI 2001/3755) (as amended)
"CREST sponsor" a CREST participant admitted to
CREST as a CREST sponsor
"CREST sponsored a CREST member admitted to CREST
member" as a sponsored member
"Enlarged Share the entire issued share capital
Capital" of the Company following completion
of the Firm Placing and Open Offer
on Admission
"EU" the European Union
"Euroclear" Euroclear UK & Ireland Limited
"Excess Application the arrangement pursuant to which
Facility" Qualifying Shareholders may apply
for additional Offer Shares in
excess of their Open Offer Entitlement
in accordance with the terms and
conditions of the Open Offer
"Excess CREST Open in respect of each Qualifying CREST
Offer Entitlements" Shareholder, the entitlement (in
addition to his Open Offer Entitlement)
to apply for Offer Shares pursuant
to the Excess Application Facility,
which is conditional on him taking
up his Open Offer Entitlement in
full
"Excess Shares" Offer Shares applied for by Qualifying
Shareholders under the Excess Application
facility
"Ex-entitlement the date on which the Existing
Date" Ordinary Shares are marked "ex"
for entitlement under the Open
Offer, being 30 April 2015
"Existing Ordinary the 239,492,478 Ordinary Shares
Shares" in issue on the date of this announcement
"FCA" the Financial Conduct Authority
of the UK
"Firm Placees" subscribers for Firm Placing Shares
"Firm Placing" the placing by the Company of the
Firm Placing Shares with certain
investors, existing Shareholders
(or their associated investment
vehicles) and Jabil Netherlands,
otherwise than on a pre-emptive
basis, at the Offer Price
"Firm Placing and the agreement entered into between
Open Offer Agreement" the Company, Investec Bank and
Cenkos Securities in respect of
the Firm Placing and Open Offer
dated 30 April 2015, as described
in the Circular
"Firm Placing Shares" the 73,684,210 Ordinary Shares
the subject of the Firm Placing
"Form of Proxy" the form of proxy for use in relation
to the General Meeting to be enclosed
with the Circular
"FSMA" Financial Services and Markets
Act 2000 (as amended)
"General Meeting" the General Meeting of the Company,
convened for 10.30 a.m. on
18 May 2015 or at any adjournment
thereof, notice of which is set
out in the Circular
"Group" the Company and its subsidiaries
"HMRC" Her Majesty's Revenue and Customs
"Investec Bank" Investec Bank plc
"ITA 2007" Income Taxes Act 2007
"Jabil" Jabil Circuit, Inc
"Jabil Netherlands" Jabil Circuit Netherlands B.V.,
an indirect wholly-owned subsidiary
of Jabil
"London Stock Exchange" London Stock Exchange plc
"mCHP" micro combined heat and power
"Money Laundering Money Laundering Regulations 2007,
Regulations" the money laundering provisions
of the Criminal Justice Act 1993
and the Proceeds of Crime Act 2002
"Neville Registrars Neville Registrars Limited, registrars
or Registrars" to Flowgroup and Receiving Agents
to the Open Offer
"New Ordinary Shares" the Firm Placing Shares and the
Offer Shares
"Notice of General the notice convening the General
Meeting" Meeting as set out herein
"Offer Price" 28.5 pence per New Ordinary Share
"Offer Shares" the 7,043,896 Ordinary Shares being
made available to
Qualifying Shareholders pursuant
to the Open Offer
"Open Offer" the conditional invitation made
to Qualifying Shareholders to apply
to subscribe for the Offer Shares
at the Offer Price on the terms
and subject to the conditions set
out in Part 3 of the Circular and,
where relevant, in the Application
Form
"Open Offer Entitlement" the entitlement of Qualifying Shareholders
to subscribe for Offer Shares allocated
to Qualifying Shareholders on the
Record Date pursuant to the Open
Offer
"Ordinary Shares" ordinary shares of 5p each in the
capital of the Company
"Overseas Shareholders" a Shareholder with a registered
address outside the United
Kingdom
"Qualifying CREST Qualifying Shareholders holding
Shareholders" Existing Ordinary Shares in a
CREST account
"Qualifying Non-CREST Qualifying Shareholders holding
Shareholders" Existing Ordinary Shares in certificated
form
"Qualifying Shareholders" holders of Existing Ordinary Shares
on the register of members of the
Company at the Record Date (but
excluding any Overseas Shareholder
who has a registered address in
the United States of America or
any Restricted Jurisdiction)
"Receiving Agents" Neville Registrars
"Record Date" 5.00 p.m. on 29 April 2015 in respect
of the entitlements of Qualifying
Shareholders under the Open Offer
"Regulatory Information has the meaning given in the AIM
Service" Rules for Companies
"Resolutions" the resolutions to be proposed
at the General Meeting as set out
in the Notice of General Meeting
"Restricted Jurisdiction" United States of America, Canada,
Australia, Japan and the Republic
of South Africa and any other jurisdiction
where the extension or availability
of the Firm Placing and Open Offer
would breach any applicable law
"Securities Act" US Securities Act of 1933 (as amended)
"Shareholders" the holders of Existing Ordinary
Shares
"Type CE approval" for a gas fired appliance, the
approval by a Notified Body that
the product has passed the EC Type
Examination, demonstrating it has
met the requirements of all relevant
Directives that apply to it, allowing
the product to be series produced,
marketed and distributed in the
European Union
"United Kingdom" the United Kingdom of Great Britain
or "UK" and Northern Ireland
"United States", the United States of America, its
"United States territories and possessions, any
of America" or state of the United States of America
"US" and the District of Columbia and
all areas subject to its jurisdiction
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
MSCWGUCWCUPAUAU
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