Flowgroup Regulatory News (FLOW)

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED TO CONSTITUTE INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE PROHIBITED BY ANY APPLICABLE LAW.

THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") AND HAS BEEN APPROVED BY DARWIN STRATEGIC LIMITED WHICH IS AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY. PRIMARYBID LTD IS AN APPOINTED REPRESENTATIVE OF DARWIN STRATEGIC LIMITED.

Flowgroup plc

("Flow" or the "Company")

PrimaryBid Offer

Flowgroup plc (AIM:FLOW), which provides a range of innovative energy technologies, energy supply and energy services, is pleased to announce a conditional offer via PrimaryBid (the "Offer") by the issue and allotment by the Company of new ordinary shares of 0.1p each in the Company ("New Ordinary Shares") at an issue price of 1 penny per New Ordinary Share. Completion of the Offer is conditional on the fundraising announced by the Company on 24 May 2017 becoming unconditional in all respects.

The Issue Price is at a discount of 11.1 per cent. to the closing middle market price of 1.125 pence per Existing Ordinary Share on 24 May 2017 (being the closing middle market price on the last practicable date prior to the date of this announcement).

The Offer is conditional, inter alia, on the passing of resolutions authorising the issue of New Ordinary Shares at the Company's General Meeting which is expected to be convened at 10.00 am on 12 June 2017.

The Company is pleased to provide private and other investors the opportunity to participate in the Offer by applying exclusively through the PrimaryBid.com website and the PrimaryBid mobile app available on the Apple App Store and Google Play.

PrimaryBid provides this service to investors on a zero commission basis.

Highlights

· The Company values its private investor base and is therefore opening the Offer to investors exclusively on PrimaryBid.com and the PrimaryBid app from 5.00 p.m. to 9.00 p.m. on 24 May 2017. PrimaryBid Limited is acting as sole arranger for the Offer.

· Subscriptions under the Offer will be considered by the Company on a "first come, first served" basis subject to conditions.

· Any investment request over £50,000 will first require the Company's consent.

No commission is charged to investors on applications to participate in the Offer made through PrimaryBid. It is vital to note that once an application for New Ordinary Shares has been made and accepted via PrimaryBid, an application cannot be withdrawn.

The Offer is conditional on, inter alia, the passing of resolutions authorising the issue of New Ordinary Shares at the Company's General Meeting which is expected to be convened at 10.00 am on 12 June 2017.

For further information on PrimaryBid.com or the procedure for applications under the Offer, visit www.PrimaryBid.com or call PrimaryBid.com on +44 (0)20 7491 6519. 

The Offer is expected to be completed and the results of it announced on 25 May 2017.

Tony Stiff, Chief Executive Officer of Flow, commented:

"We are pleased to be able to provide private investors access to the PrimaryBid Offer. The conditional fundraising, including the PrimaryBid Offer, recapitalises our balance sheet and positions our Flow Energy business for growth while seeking to maintain our ability to preserve the intellectual property and other value in the Flow Products division. We appreciate the enthusiasm and support that our Shareholders to date have shown as we embark on the next phase of our enterprise."

Dave Mutton, COO of PrimaryBid said:

"We are delighted to present another opportunity for our network of investors to invest, commission free and at the same price as institutional investors. Delivering fair access to this type of offer is becoming increasingly common for AIM companies that value the inclusion of private investors."

Enquiries:

Flowgroup plc 020 3137 4525

Tony Stiff, CEO

Nigel Canham, CFO

PrimaryBid Limited 0207 7491 6519

Dave Mutton

Walbrook PR Ltd

Paul McManus 07980 541 893

Nick Rome 07748 325 236

Introduction

The Company today announces a conditional offer by the issue and allotment by the Company of new ordinary shares of 0.1 pence each in the Company ("New Ordinary Shares") at a price of 1 penny per New Ordinary Share ("Issue Price").

The Company highly values its private investor base which has supported the Company alongside institutional investors over several years. Given the longstanding support of private shareholders, the Company believes that it is appropriate to provide private and other interested investors the opportunity to participate in the Offer. The Company is therefore making the Offer exclusively through PrimaryBid.com.

Private and other investors may participate in the Offer of New Ordinary Shares on a on a first come, first served basis, exclusively through PrimaryBid.com.

The Offer

Details of the Offer

The Offer is offered under the exemptions against the need for a prospectus allowed under the Prospectus Rules. As such, there is no need for publication of a prospectus pursuant to the Prospectus Rules, or for approval of the same by the Financial Conduct Authority in its capacity as the UK Listing Authority.

There is a minimum subscription of £1,000 per investor. The Offer is open to existing shareholders and other investors subscribing via PrimaryBid.com. This allocation will be filled on a "first come first served" basis. The maximum investment amount under the Offer for any investor is £50,000. Any investment request over £50,000 will first require the Company's consent.

For further details please refer to the PrimaryBid.com website at www.PrimaryBid.com.

The terms and conditions on which the Offer is made, including the procedure for application and payment for New Ordinary Shares, is available to all persons who register with PrimaryBid.com. The Offer is made on a first come, first served basis and scale back of subscriptions (where necessary) will be made at the discretion of PrimaryBid in consultation with the Company.

The New Ordinary 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 Company's existing Ordinary Shares.

Application will be made to the London Stock Exchange plc for the admission of the New Ordinary Shares to trading on AIM ("Admission"). It is expected that Admission will occur and that dealings will commence at 8.00 a.m. on 13 June 2017 - at which time it is also expected that the New Ordinary Shares will be enabled for settlement in CREST.

The Offer is not being made into any Restricted Jurisdiction or any other jurisdiction where it would be unlawful to do so.

Investors should make their own investigations into the merits of an investment in the Company. Nothing in this announcement amounts to a recommendation to invest in the Company or amounts to investment, taxation or legal advice.

It should be noted that a subscription for New Ordinary Shares and investment in the Company carries a number of risks. Investors should consider the risk factors set out on PrimaryBid.com before making a decision to subscribe for New Ordinary Shares. Investors should take independent advice from a person experienced in advising on investment in securities such as the New Ordinary Shares if they are in any doubt. 

Should the fundraising announced by the Company on 24 May 2017 not proceed, without access in the near term to alternative finance of an amount of similar size to that of the fundraising, the working capital available to the Company will not be sufficient for its requirements and it may well have insufficient working capital to trade as a going concern.

Expected Timetable of Principal Events

Definitions