REG - Windar Photonics PLC - Proposed Placing and Notice of General Meeting

Windar PhotonicsAnnouncement

09/11/2022 07:16

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20221109:nRSI7334Fa&default-theme=true

RNS Number : 7334F  Windar Photonics PLC  09 November 2022

9 November 2022

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE UK VERSION OF REGULATION (EU) NO 596/2014 WHICH IS PART OF UK LAW BY
VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED. UPON THE
PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS
INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

 

WINDAR PHOTONICS PLC

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

 

Proposed placing to raise approximately £2 million

and

Notice of General Meeting

 

Windar (AIM:WPHO), the technology group that has developed a cost efficient
and innovative LiDAR wind sensor for use on electricity generating wind
turbines, is pleased to announce it will today be publishing a circular to
send to Shareholders setting out the details of a proposed Placing to raise
approximately £2 million, by way of a Placing of 13,333,334 New Ordinary
Shares at a price of 15 pence per share, approval to which will be sought at a
General Meeting to be held on 25 November 2022 at West Hill Corporate Finance
Ltd, 85 Gresham Street, London, EC2V 7NQ  at 10.00 a.m.

All capitalised terms in this announcement are as defined in the Circular
which, in addition to the Notice of General Meeting and other relevant
documents, will be available on the Company's website,
www.windarphotonics.com.

Background

On 26 June 2022, the Board announced that the Company would not be in a
position to publish its 2021 Accounts by the required publication date of 30
June 2022 and that accordingly the Company's shares would temporarily be
suspended from trading on AIM.

In light of the Placing announced this morning, the Board now anticipates that
the results for the year ended 31 December 2021, together with the interim
results for the six months ended 30 June 2022, will be announced, and the 2021
Accounts posted to Shareholders, by 23 November 2022.

The Board then intends to request that trading in the Existing Ordinary Shares
on AIM resume.

Current trading and prospects

The Board believes that the Group's operations have recovered well from the
severe Covid restrictions that it was operating under during the first half of
2022. The Group has been able to start executing on its existing order
backlog, with accumulated revenue after the first 10 months of 2022, amounting
to €1.6 million, well above the levels realised in the whole of 2020 (€1.3
million) and 2021 (€0.6 million).

 

Following the distribution agreement announced this morning, Windar is now
working on a total order backlog amounting to approximately €4.2 million, an
increase of €1.6 million compared to the order backlog at the end of 2021,
reflecting total new order intakes in 2022 of approximately €3.2 million.

 

The recent global increase in electricity prices seems, in the Board's view,
to support the general market interest for the Group's product offerings and,
based on ongoing customer negotiations, the Board anticipates that the Group
will secure further new orders.

 

The Placing

The Company proposes to raise approximately £2.0 million (before expenses)
through the issue of 13,333,334 New Ordinary Shares at an issue price of 15
pence per share. The New Ordinary Shares will represent approximately
19.6 per cent. of the Company's issued ordinary share capital immediately
following Admission (assuming full take up of the New Ordinary Shares pursuant
to the Placing).

West Hill Corporate Finance Limited ("West Hill") is acting as financial
advisor to the Company in connection with the proposed Placing and West Hill
Capital LLP, an appointed representative of West Hill Corporate Finance
Limited, is acting for the Company as an arranger of the proposed Placing.

The Receiving Agent, Woodside Corporate Services Limited, appointed by West
Hill has received Application Forms in respect of £1,778,000 of subscriptions
for New Ordinary Shares subject to the terms and conditions set out in the
Application Form. The Placing has not been underwritten by West Hill. As
described in the section below, the Directors intend to subscribe the balance
of £222,000.

The net proceeds of the Placing will be used to provide working capital for
the Group.

In order for the Placing to proceed, it will be necessary, inter alia, for the
Shareholders to approve the Resolutions that will grant to the Directors the
authority to allot the New Ordinary Shares and to disapply statutory
pre-emption rights which would otherwise apply to the allotment of the New
Ordinary Shares. The Resolutions are contained in the Notice of General
Meeting that will be circulated to Shareholders in addition to the Circular.

Admission of the New Ordinary Shares is expected to occur no later than at
8.00 a.m. on or around 1 December 2022 or such later time and/or date as the
Company and West Hill may agree.

The Company has agreed to pay West Hill certain customary fees and commissions
in connection with the Placing.

 

Directors' intentions

Certain of the Directors have indicated their intention to subscribe for up to
1,480,000 Placing Shares at the Issue Price, at a total cost of £222,000.00,
as soon as they are able following the publication of the 2021 Accounts and
Interim Accounts (once they are no longer considered to be in a MAR Closed
Period).

Jørgen Korsgaard Jensen, has indicated his intention to meet his subscription
cost through converting the sum of £100,000.05 loaned by him to the Company
to 666,667 New Ordinary Shares at the Issue Price as soon as he is able
following the publication of the 2021 Accounts and the Interim Accounts (once
he is no longer considered to be in a MAR Close Period).

In addition, Johan Blach Petersen, has indicated his intention to meet his
subscription cost through converting accrued but unpaid fees owed to him by
the Company in the sum of £61,999.95 to 413,333 New Ordinary Shares at the
Issue Price as soon as he is able following the publication of the 2021
Accounts and the Interim Accounts (once he is no longer considered to be in a
MAR Close Period).

Paul Hodges has indicated his intention to subscribe for 400,000 New Ordinary
Shares for cash at the Issue Price as soon as he is able following the
publication of the 2021 Accounts and the Interim Accounts (once he is no
longer considered to be in a MAR Closed Period).

 

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

 

                                                                                2022
 Latest time and date for receipt of Forms of Proxy and CREST voting            10.00 a.m. on 23 November
 instructions
 General Meeting                                                                10.00 a.m. on 25 November
 Results of the General Meeting announced                                       25 November
 Publication of the 2021 Accounts                                               23 November
 Publication of Interim Accounts                                                23 November
 Admission and dealings in the New Ordinary Shares expected to commence on AIM  at or around 8.00 a.m. on 1 December

 

Notes:

1.                    Each of the above times and/or dates
is subject to change at the absolute discretion of the Company and West Hill.
If any of the above times and/or dates should change, the revised times and/or
dates will be announced through a Regulatory Information Service.

2.                    All of the above times refer to
London time unless otherwise stated.

3.                    All events listed in the above
timetable following the General Meeting are conditional on the passing of the
Resolutions at the General Meeting.

 

For more information:

 

 Windar Photonics plc                        Tel:  +45 24234930

 Jørgen Korsgaard Jensen, CEO

 Cenkos Securities plc (Nomad & Broker)      Tel:  0131 220 6939

 Neil McDonald / Pete Lynch

 

Notes to Editors:

Windar Photonics is a technology group that develops cost-efficient and
innovative Light Detection and Ranging ("LiDAR") optimisation systems for use
on electricity generating wind turbines. LiDAR wind sensors in general are
designed to remotely measure wind speed and direction.

 

http://investor.windarphotonics.com (http://investor.windarphotonics.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 (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  IOEBLBDBCSGDGDI