TIDMFLO
RNS Number : 6039P
Flowtech Fluidpower PLC
11 June 2020
NEWS RELEASE
Issued on behalf of Flowtech Fluidpower
plc
Thursday, 11 June 2020
FLOWTECH FLUIDPOWER PLC
("Flowtech Fluidpower" the "Group" or "Company")
Annual General Meeting - Results of Voting
and
Total Voting Rights
ANNUAL GENERAL MEETING - RESULTS OF VOTING
Flowtech Fluidpower plc ('the Company') held its Annual General
Meeting (AGM) on 10 June 2020, and in line with current Covid-19 UK
Government guidance on public gatherings .
Yesterday, the Company released an AGM statement via the
Regulatory News Service (RNS: 4590P). This can also be read via
this link
https://www.londonstockexchange.com/news-article/FLO/agm-statement/14571581
.
The AGM, with the minimum necessary quorum of two shareholders
attending in person was functional and comprised only of the formal
votes for each resolution. Shareholders were able to submit any
questions regarding the business prior to the Meeting via the
website as stated in the formal Notice, however, none were
received.
Except for Resolutions 9 and 16, all resolutions as previously
set out in the Notice of AGM dated 18 May 2020, were duly passed on
a show of hands.
A poll was conducted in respect of Resolutions 9 and 16 at the
AGM. The results of the poll were such that Resolutions 9 and 16
were not approved by shareholders.
The table below shows the proxy position of all Resolutions as
at the close of books on 08 June 2020 at 10am. Resolutions 9 and 16
are shown based on the poll conducted at the AGM.
RESOLUTIONS FOR AGAINST TOTAL VOTES WITHHELD
RECEIVED
(excluding votes
withheld)
No. of votes % No. of % No. of % No. of votes
votes votes
------------ ------- ---------- ------- ------------- ----- --------------------
Resolution 1
To receive the Company's
Annual Report and
Accounts, Strategic
Report and Directors'
and Auditors' Reports
for the year ended
31 December 2019. 32,153,876 93.31% 2,303,549 6.69% 34,457,425 100% Nil
------------ ------- ---------- ------- ------------- ----- --------------------
Resolution 2
To appoint Roger McDowell
as a Director of the
Company. 33,300,202 96.64% 1,157,223 3.36% 34,457,425 100% Nil
------------ ------- ---------- ------- ------------- ----- --------------------
Resolution 3
To re-appoint Russell
Cash as a Director
of the Company. 34,452,393 99.99% 5,032 0.01% 34,457,425 100% Nil
------------ ------- ---------- ------- ------------- ----- --------------------
Resolution 4
To re-appoint Bryce
Brooks as a Director
of the Company. 34,452,393 99.99% 5,032 0.01% 34,457,425 100% Nil
------------ ------- ---------- ------- ------------- ----- --------------------
Resolution 5
To re-appoint Nigel
Richens as a Director
of the Company. 34,452,393 99.99% 5,032 0.01% 34,457,425 100% Nil
------------ ------- ---------- ------- ------------- ----- --------------------
Resolution 6
To re-appoint Malcolm
Diamond as a Director
of the Company. 31,484,654 99.98% 5,032 0.02% 31,489,686 100% 2,967,739
------------ ------- ---------- ------- ------------- ----- --------------------
Resolution 7
To re-appoint Grant
Thornton UK LLP as
Auditors of the Company. 34,434,375 99.94% 20,517 0.06% 34,454,892 100% 2,533
------------ ------- ---------- ------- ------------- ----- --------------------
Resolution 8
To authorise the Directors
to determine the
remuneration
of the Auditors. 34,453,542 99.99% 3,883 0.01% 34,457,425 100% Nil
------------ ------- ---------- ------- ------------- ----- --------------------
Resolution 9
To authorise the Company
and its subsidiaries
to make political
donations and to incur
political expenditure.
(1) 17,150,452 49.82% 17,277,819 50.18% 34,428,271 100% 29,154
------------ ------- ---------- ------- ------------- ----- --------------------
Resolution 10
To authorise the Directors
to allot shares in
the Company. 26,437,232 76.72% 8,020,193 23.28% 34,457,425 100% Nil
------------ ------- ---------- ------- ------------- ----- --------------------
Resolution 11
To increase in the
dilution cap (to 10%)
applying to the grant
of options under the
Flowtech Fluidpower
plc Company Share
Option Plan. 31,959,421 92.84% 2,464,350 7.16% 34,423,771 100% 33,654
------------ ------- ---------- ------- ------------- ----- --------------------
Resolution 12
To increase in the
dilution cap (to 10%)
applying grant of
options under the
Flowtech Fluidpower
plc Enterprise Management
Incentive Plan (HMRC
approved and unapproved
options). 27,778,937 85.34% 4,772,264 14.66% 32,551,201 100% 1,906,224
------------ ------- ---------- ------- ------------- ----- --------------------
Resolution 13
To amend the wording
in the Flowtech Fluidpower
plc Unapproved Sub-Plan
to reflect changes
in resolutions 11
and 12. 22,305,354 68.52% 10,248,631 31.48% 32,553,985 100% 1,903,440
------------ ------- ---------- ------- ------------- ----- --------------------
Resolution 14
To adopt an alternative
employee's share scheme
as may be approved
by the Remuneration
Committee in relation
to the schemes mentioned
above. 22,351,438 68.65% 10,209,263 31.35% 32,560,701 100% 1,896,724
------------ ------- ---------- ------- ------------- ----- --------------------
Resolution 15*
To authorise the Directors
to allot shares for
cash without first
offering them to existing
Shareholders on a
pro--rata basis. 31,160,242 90.45% 3,290,467 9.55% 34,450,709 100% 6,716
------------ ------- ---------- ------- ------------- ----- --------------------
Resolution 16*
Subject to the passing
of resolution 10,
and in addition to
any authority granted
under resolution 15,
to authorise the Directors
to allot a further
10% of shares in the
Company for cash.
(1) 20,170,683 58.55% 14,280,026 41.45% 34,450,709 100% 6,716
------------ ------- ---------- ------- ------------- ----- --------------------
Resolution 17*
To authorise the Company
to purchase its own
Shares (representing
up to 10% of the issued
share capital). 34,420,711 99.89% 36,714 0.11% 34,457,425 100% Nil
------------ ------- ---------- ------- ------------- ----- --------------------
* Special resolution
(1) Resolutions voted on by way of Poll
Notes:
1. The 'for' vote includes those giving discretion to the Chairman.
2. A vote withheld is not a vote in law and is not counted in
the calculation of the votes for or against a resolution.
3. Ordinary shareholders are entitled to one vote per share held.
4. Number of shareholders in attendance: 2
5. The Annual Report and Financial Statements for the period
ended 31 December 2019, together with the Notice of AGM, are
available to view on the Company's website
www.flowtechfluidpowerplc.com . In addition, this announcement is
available on the Company's investor website within:
https://www.flowtechfluidpower.com/investors/regulatory-news
The Company recognises that a significant proportion of the
votes were cast against Resolutions 9, 10, 13, 14 and 16, with
Resolutions 9 and 16 not being approved by shareholders by way of a
poll vote. The Board takes seriously its responsibilities to
maintain a healthy dialogue with shareholders and has already
engaged with several of them to better understand their concerns.
We will continue to listen to their views and will publish an
update on our website in a timely fashion.
TOTAL VOTING RIGHTS (TVR)
For the purposes of the Financial Conduct Authority's ("FCA")
Disclosure and Transparency Rules, a t today's date, 11 June 2020,
there were 61,492,673 Flowtech Fluidpower plc ordinary shares of
50p each in issue. The Company does not hold any Ordinary Shares in
Treasury. Therefore, the total number of Ordinary Shares carrying
voting rights in the Company is 61,492,673 . Shareholders may use
this figure 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 Company, under the FCA's
Disclosure and Transparency Rules.
CONFIRMED BOARD CHANGES
The Company confirms that as set out in the RNS announcement
dated 12 May 2020, the following Board changes have now become
effective. Bill Wilson stepped down as Director of the Company at
the conclusion of the AGM and Roger McDowell has joined the Board
as Independent Director.
ENQUIRIES:
FLOWTECH FLUIDPOWER PLC
Russell Cash, Chief Financial Officer & Company Secretary
Tel: +44 (0) 1695 52796
Email : info@flowtechfluidpower.com
Zeus Capital Limited (Nominated Adviser and Joint Broker)
Andrew Jones, Kieran Russell (Corporate Finance)
Dominic King, John Goold (Sales & Broking)
Tel: + 44 (0) 20 3829 5000
finnCap Limited (Joint Broker)
Ed Frisby, Kate Bannatyne (Corporate Finance)
Rhys Williams, Andrew Burdis (Sales & Broking)
Tel: + 44 (0) 20 7220 0500
TooleyStreet Communications (IR and media relations)
Fiona Tooley
Tel: +44 (0) 7785 703523 or email: fiona@tooleystreet.com
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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June 11, 2020 02:00 ET (06:00 GMT)
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