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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