The information contained within this announcement is deemed by the Company to constitute inside information stipulated under the Market Abuse Regulation (EU) No. 596/2014 as amended by the Market Abuse (Amendment) (EU Exit) Regulations 2019. Upon the publication of this announcement via the Regulatory Information Service, this inside information is now considered to be in the public domain.

FLOWTECH FLUIDPOWER PLC

("Flowtech", the "Group" or "the Company")

Our aim is to provide our customers with power, motion & control solutions, from a single component to integrated engineering systems, in the most cost-effective way, harnessing the best global brands & products, services and engineers in the market.

FULL YEAR TRADING UPDATE & ACQUISITION

2025 TRADING UPDATE

The Board expects underlying EBITDA for the year ended 31 December 2025 to be in the region of £7.7m with revenues of £116.9m. EBITDA has recovered strongly since H2 24 with Flowtech reporting EBITDA in H1 25 of £3.5m, increasing to £4.2m in H2 25 and the Board believes that this improved momentum is being carried into 2026.

Revenue in the year increased by £9.6m (+8.9%). Excluding the impact of acquisitions, like for like revenues in the year were down a £3.0m (3.0%) reflecting the previously announced H1 25 reduction of 11.9%, offset in part by strong like for like growth of 7.6% in H2 25.

We enter 2026 with a stronger sales pipeline and orderbook, stable gross margins, reduced overheads and further improvements in working capital and net debt.  We note positive momentum in all four of our self-help growth initiatives;

i) New website launched in August and already showing improved trends in traffic and new customer acquisition

ii) Introduction of new supplier agreements and subsequent product range expansion

iii) +20% increase in the Group orderbook in engineering projects as at January 2026 compared to same time last year

iv) Strong revenue growth with positive EBITDA contribution from our three recently acquired businesses

As a result, we have now transitioned from the 'business transformation phase' into the 'grow and build phase' of our value creation plan.  The important work achieved over the past two-years implementing the refreshed strategy, integrating many separate businesses into One Flowtech, embedding the core foundations and necessary commercial, operational and technology improvements, has enabled the scalable and efficient platform for growth that exists today. 

Management discipline has delivered stable, sustained gross margins and has enabled further reductions in overheads and working capital.  In 2025, excluding the impact of acquisitions, operating overheads reduced by 6% and working capital by 11%.

Net debt* increased by £0.3m to £15.4m at year end (2024: £15.1m); this represents a £3.1m reduction from the position at the end of H1 25.  The combination of restructuring activity and necessary capital investment impacted on our ability to reduce debt in 2024 and 2025. However, looking forward, with the combination of anticipated further progress in our growth initiatives, lower capital investment and continued control over working capital, we expect stronger cash conversion and to materially improve our leverage position.   

Despite our self-help progress, a strong orderbook and exiting 2025 with more positive growth momentum, we do not expect UK market conditions to improve in the near-term and, in addition, we expect the increase in national minimum wage to further impact overheads.  As such, the company continues to take a prudent view on underlying performance and outlook until such time that there are signs of market stability and recovery. More positively, the acquisition of Q Plus announced today is an attractively priced, earnings enhancing addition to the Group and an exciting opportunity to transform our Benelux business and expand our European scale and capabilities.

ACQUISITION OF Q PLUS

Flowtech is pleased to announce that its wholly owned subsidiary Flowtech Benelux B.V., has entered into an Acquisition Agreement with Q Plus Beheer B.V. ("Seller") to conditionally acquire the entire issued share capital of Q Plus B.V. and Naili Europe B.V., private limited liability companies incorporated under the laws of the Netherlands, that operate under the name Q Plus (the "Acquisition").

ACQUISITION HIGHLIGHTS

·      Q Plus is one of the largest independent pneumatic and compressed air specialists in the Netherlands, with a diversified, customer base across different industries and a strong foothold in the OEM and machine building sector. Q Plus is highly recognised for its application knowledge, engineering and design expertise.

·      The Board believes that the Acquisition is highly complementary to the existing Flowtech business. The clear strategic rationale for the Acquisition includes expanding Flowtech's capabilities, broadening its customer base and strengthening its European presence.

·      Q Plus has an attractive historical growth profile and the results for FY 2025 are expected to show continuing momentum in revenue and profit growth.

·      For the year ended 31 December 2024, Q Plus's aggregated financial results showed €12.5 million of revenue and profit before tax of €1.0 million. Gross assets as at 31 December 2024 were €6.7 million. For the year ended 31 December 2025, Flowtech expects that Q Plus will generate revenue of €12.9 million and €1.9 million of adjusted EBITDA.

·      The Acquisition presents numerous synergy opportunities across cost, gross margin and growth initiatives , which are expected to significantly contribute to EBITDA and cash generation improvement.

·      The aggregate consideration payable to the Seller for Q Plus pursuant to the Acquisition Agreement is €5,869,000, which is to be satisfied as follows:

o  Cash consideration of €4,119,000 on completion of the Acquisition ("Completion");

o  €1,250,000 through a vendor loan; and

o  €500,000 maximum of deferred consideration via an earn-out mechanism.

·      The aggregate consideration is based on an enterprise value of €9,250,000 (c.£8m) on a cash free debt free basis, representing a multiple between 4.6x (2025) and 5.5x (2024) adjusted EBITDA.

·      The Acquisition Agreement also provides for the repayment of intercompany debt owed by the Target to the Seller of €1,955,794, which shall be repaid by the Purchaser on Completion.

·      There will also be an adjustment at Completion for the agreed normalised working capital levels in connection with the Acquisition.

·      The Cash Consideration will be funded by a Placing at the Issue Price of 53 pence per Placing Share to raise gross proceeds for the Company of approximately £9 million (before fees and expenses). The Placing is being launched shortly after this Announcement by way of a separate announcement ("Placing Announcement"). In addition, the Company will also separately announce a Retail Offer to raise gross proceeds of up to £1 million for the Company (before fees and expenses) to allow retail Shareholders an opportunity to participate in the Fundraising at the same price as the Placing.

·      The Placing and Retail Offer in aggregate will also enable the Group to pay down a portion of debt which will improve leverage multiples and increase financial flexibility. The Board believes this represents an opportunity to further enhance the investment case of the combined group.

Mike England, Chief Executive of Flowtech, commented:

"The announcement today of the acquisition of Q-Plus, the leading independent Pneumatics and Compressed Air specialist in Netherlands, is an exciting opportunity to transform our Benelux business and expand our European scale and capabilities.  We are delighted to welcome our new colleagues to Flowtech" 

Q Plus founder Rijk van Dongen, commented:

"It has been my life's work to develop and grow Q Plus to the well-respected business that we have today in our market. I am really happy to have been able to find a good home for my people, colleagues and friends in Q Plus, as Flowtech is a fantastic cultural fit in which the passion for motion control and customer service fully resonates in the values of both companies. I feel reassured that together, this will provide very exciting opportunities"   

Further information on the Acquisition, including the expected timetable of principal events, is set out below. This Announcement should be read in its entirety.

Unless the context otherwise provides, capitalised terms used in this Announcement have the meanings ascribed to them in the section headed "Definitions" at the end of this Announcement.

INTRODUCTION

The Company is pleased to announce that its wholly owned subsidiary Flowtech Benelux B.V., has entered into the Acquisition Agreement with the Seller to conditionally acquire the entire issued share capital of Q Plus B.V. and Naili Europe B.V. (together, the "Target"), private limited liability companies incorporated under the laws of the Netherlands that operate under the name Q Plus, a technical wholesaler specialised in pneumatics and compressed air solutions offering a wide range of products, including pneumatic cylinders, fittings, valves and air distribution systems.

The Board believes that Q Plus is highly complementary to the existing Flowtech business, expanding the Group's product and service offerings in Europe and is in accordance with the Group's capital allocation priorities to drive future profitable growth.

The aggregate consideration payable to the Seller for Q Plus is €5,869,000 which is to be satisfied: (a) on Completion as to €4,119,000 in cash; (b) as to €1,250,000 through a vendor loan; and (c) by a deferred earn-out consideration payment capped at €500,000. There will also be a cash adjustment at Completion for the agreed normalised working capital levels in connection with the Acquisition.

The aggregate consideration is based on an enterprise value of €9,250,000 (c.£8m) on a cash free debt free basis, representing a multiple between 4.6x (2025) and 5.5x (2024) adjusted EBITDA.

Under the terms of the Acquisition Agreement, in the event that the EBITDA amount achieved by Q Plus in its 2025 financial year exceeds €1,450,000 (c.£1.26m), the Seller shall be entitled to an amount equal to €2.50 (£2.17) for every €1.00 (£0.87) by which the EBITDA in 2025 exceeds €1,450,000 (capped at €500,000). Accordingly, the maximum earn-out consideration of €500,000 shall be payable to the Seller if the EBITDA in 2025 amounts to €1,650,000 or higher. If the EBITDA in 2025 does not exceed €1,450,000, no earn-out consideration shall be payable.

The Acquisition Agreement also provides for the repayment of intercompany debt owed by the Target to the Seller of €1,955,794, which shall be repaid by the Purchaser on Completion.

The Cash Consideration will be funded by a Placing at the Issue Price of 53 pence per share which is being announced later today and is expected to raise approximately £9 million for the Company (before fees and expenses). In addition, Flowtech will also separately announce a Retail Offer to raise gross proceeds of up to £1 million (before fees and expenses), to allow retail Shareholders an opportunity to participate in the Fundraising at the same price as the Placing.

The Fundraising is conditional upon, amongst other things, the approval by the Shareholders of the Resolutions to be proposed at the General Meeting. The Fundraising will not be underwritten. The Resolutions must be passed by Shareholders at the General Meeting in order for the Fundraising to proceed. The Fundraising is not conditional on the completion of the Acquisition but the Joint Bookrunners have a right to terminate the Placing Agreement if the Acquisition Agreement terminates before Admission. The only condition to completion of the Acquisition is passing of the Resolutions. Completion of the Acquisition is not conditional on Admission, and it is expected that completion of the Acquisition will occur within 2 business days of the Company receiving the placing proceeds from the Joint Bookrunner.

If the conditions relating to the issue of the Placing Shares are not satisfied or the Placing Agreement is terminated in accordance with its terms, the Placing Shares will not be issued and the Company will not receive the associated placing monies. In this scenario, the Retail Offer will similarly not proceed and the Acquisition would need to be funded by other means to the extent that the Placing Agreement is terminated for any other reason than the Resolutions not being passed.

BACKGROUND INFORMATION ON FLOWTECH

Flowtech is one of the largest providers of fluid power products, services and solutions in the UK, Ireland and Benelux, and a strong market leader in the highly fragmented estimated £30bn European Motion Control market. Flowtech's products include hydraulic, pneumatic and process components used to transmit and control power in machinery serving industrial, manufacturing, maintenance and engineering markets.

Flowtech positions itself as a market leader through:

·      Broad product range of A-brands as well as own brands;

·      Technical and engineering services and support capabilities; and

·      A strong reputation built over decades of industry service.

Flowtech's strategy includes acquiring complementary businesses to expand product and service range, technical capability and geographic reach, including the recent acquisitions of Thorite, Allswage and the Thomas Group in the UK. All three acquisitions (Thorite, Allswage and Thomas) are making a positive contribution with an (unaudited) exit run rate of £20m and £2m EBITDA for 2025.

INFORMATION ON Q PLUS

Overview of Q Plus

Q Plus is one of the largest independent pneumatic and compressed air specialists in the Netherlands.  Headquartered in Sliedrecht, with approximate 30 FTE's, Q Plus offers over 8,000 products to its extensive (1,800) customer base. Q Plus has a strong market reputation and is widely recognised for its application knowledge, technical expertise and capabilities. With almost 40 years of existence, Q Plus has shown a consistent solid financial performance with a strong foothold in the industry, in particular with customers in the OEM, machine building and service providers.

For the year ended 31 December 2024, Q Plus's aggregated financial results showed €12.5 million of revenue and profit before tax of €1.0 million. Gross assets as at 31 December 2024 were €6.7 million. For the year ended 31 December 2025, Flowtech expects that Q Plus will generate revenue of €12.9 million and €1.9 million of adjusted EBITDA.

BACKGROUND TO AND REASONS FOR THE ACQUISITION

The Flowtech Board believes that Q Plus is strategically an ideal fit for Flowtech's existing activities in the Netherlands, providing complementary expertise and technical capabilities in the field of pneumatics, compressed air and vacuum solutions. Q Plus's strong product and service offering is aligned with the key focus areas of Flowtech's strategy on value-add proposition, providing further growth opportunities in our end-market approach. The combination of Q Plus and Flowtech's existing businesses in the Benelux is expected to result in a market leader position in the field of pneumatics and compressed air solutions.

Since 2024 Flowtech has invested in building a new and capable Benelux team, laying the foundations to support the Company's European growth ambition.  The team now in place is well equipped to integrate Q Plus and, on completion, will be augmented by the addition of Q Plus's own high quality senior management.

The Board believes Q Plus represents an attractively priced, earnings enhancing acquisition which will positively contribute to the EBITDA and cash flows of the Flowtech Group.

KEY SYNERGY OPPORTUNITIES FROM THE ACQUISITION

Flowtech has developed an integration plan for the Acquisition which it intends to implement on Completion. The Directors believe that the Acquisition presents numerous synergy opportunities across cost, gross profit and growth initiatives, including:

·      Optimising headcount, warehouse facilities and working capital

·      Accelerating the digital proposition supported by a local expert team

·      Leveraging on the engineering and technical expertise of Q Plus

·      Optimisation of assortment, supplier base and purchase pricing

·      Enhanced cross selling opportunities with the strong customer base in the OEM and machine building industry

The Company has experience integrating other businesses into its group, with its three most recent acquisitions now making a positive contribution to the group with an (unaudited) exit run rate of £20m and £2m EBITDA for 2025.

FINANCIAL EFFECTS OF THE ACQUISITION

The Directors expect that the Acquisition will significantly contribute to EBITDA and cash generation improvement.

Following Completion, pro-forma revenues of the enlarged Benelux business are expected to be £21m of which £15m will be attributable to Pneumatics revenues. The Board expects the enlarged Group to be highly cash generative which will improve leverage multiples and increase financial flexibility.

PRINCIPAL TERMS OF THE ACQUISITION

·      The parties to the Acquisition Agreement are Q Plus Beheer B.V. as Seller and Flowtech Benelux B.V. as Purchaser;

·      The Acquisition Agreement is governed exclusively by Dutch law;

·      Completion is conditional solely on shareholder approval to the Resolutions being obtained;

·      The aggregate consideration payable under the Acquisition Agreement is €5,869,000, which shall be made up of:

o  Cash consideration of €4,119,000;

o  €1,250,000 of vendor loan; and

o  €500,000 maximum of deferred consideration via an earn-out mechanism;

·      The Purchaser shall repay €1,955,794 of intercompany debt owed by the Target to the Seller on Completion;

·      The Acquisition Agreement contains customary warranties and indemnities;

·      Completion is expected to take place by no later than 16 February 2025.

EXPECTED TIMETABLE OF EVENTS

NOTES:

1.     All references to times in this document are to London time.

2.     The dates and times set out in the above timetable and in the rest of this document are indicative only and may be subject to change. If any such dates and times should change, the revised times and/or dates will be notified by the Company by announcement via RIS.

3.     All events in the above timetable scheduled to take place after the General Meeting are conditional on the approval by the Shareholders of the Resolutions.

DEFINITIONS

Any terms not defined herein shall have the meanings set out in the Placing Announcement.

IMPORTANT NOTICES

Panmure Liberum is authorised and regulated by the FCA in the United Kingdom and is acting exclusively for Flowtech and no one else in connection with the Placing, and Panmure Liberum will not be responsible to anyone (including any Placees) other than Flowtech for providing the protections afforded to its clients or for providing advice in relation to the Placing or any other matters referred to in this Announcement.

Singer Capital Markets is authorised and regulated by the FCA in the United Kingdom and is acting exclusively for Flowtech and no one else in connection with the Placing, and Singer Capital Markets will not be responsible to anyone (including any Placees) other than Flowtech for providing the protections afforded to its clients or for providing advice in relation to the Placing or any other matters referred to in this Announcement.

No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the Joint Bookrunners or by any of their respective Representatives as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

The responsibilities of Panmure Liberum as Flowtech's nominated adviser under the AIM Rules for Nominated Advisers are owed solely to the London Stock Exchange and are not owed to Flowtech or to any Director or to any other person.

This Announcement may contain, or may be deemed to contain, "forward-looking statements" with respect to certain of Flowtech's plans and its current goals and expectations relating to its future financial condition, performance, strategic initiatives, objectives and results. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "seek", "may", "could", "outlook" or other words of similar meaning. By their nature, all forward-looking statements involve risk and uncertainty because they relate to future events and circumstances which are beyond the control of Flowtech, including amongst other things, United Kingdom domestic and global economic business conditions, market-related risks such as fluctuations in interest rates and exchange rates, the policies and actions of governmental and regulatory authorities, the effect of competition, inflation, deflation, the timing effect and other uncertainties of future acquisitions or combinations within relevant industries, the effect of tax and other legislation and other regulations in the jurisdictions in which Flowtech and its affiliates operate, the effect of volatility in the equity, capital and credit markets on Flowtech's profitability and ability to access capital and credit, a decline in Flowtech's credit ratings; the effect of operational risks; and the loss of key personnel. As a result, the actual future financial condition, performance and results of Flowtech may differ materially from the plans, goals and expectations set forth in any forward-looking statements. Any forward-looking statements made in this Announcement by or on behalf of Flowtech speak only as of the date they are made. Except as required by applicable law or regulation, Flowtech expressly disclaims any obligation or undertaking to publish any updates or revisions to any forward-looking statements contained in this Announcement to reflect any changes in Flowtech's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.

No statement in this Announcement is intended to be a profit forecast or estimate, and no statement in this Announcement should be interpreted to mean that earnings per share of Flowtech for the current or future financial years would necessarily match or exceed the historical published earnings per share of Flowtech.