REG - Windar Photonics PLC - Result of oversubscribed placing

Windar PhotonicsAnnouncement

03/12/2024 08:00

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RNS Number : 5108O  Windar Photonics PLC  03 December 2024

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO
THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA, JAPAN OR THE REPUBLIC OF
SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION
OR DISTRIBUTION WOULD BE UNLAWFUL.

 

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT CONSTITUTE AN
OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR
OR OTHERWISE ACQUIRE ANY NEW SHARES OF WINDAR PHOTONICS PLC.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF ENGLISH LAW BY
VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR"), AND IS
DISCLOSED IN ACCORDANCE WITH THE COMPANY'S OBLIGATIONS UNDER ARTICLE 17 OF
MAR. UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION
SERVICE, SUCH INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

 

3 December 2024

 

Windar Photonics plc

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

 

Result of oversubscribed placing

 

Total voting rights

 

Windar Photonics (AIM: WPHO), a technology group that has developed a LiDAR
wind sensor and software suite designed to efficiently and cost effectively
increase the power output of electricity generating wind turbines, is pleased
to announce the completion of the Bookbuild, following the announcement of the
proposed Placing made at 4.35 p.m. on 2 December 2024. A total of 14,750,000
Placing Shares have been placed at a price of 40.0 pence per Ordinary Share
(the "Placing Price") to raise gross proceeds of £5.9 million.

 

The Placing Price represents a discount of approximately 8.0 per cent. to the
30 day volume-weighted average price of 43.5 pence per Ordinary Share on 2
December 2024, being the last practicable date prior to the date of the
Announcement. The 14,750,000 Placing Shares to be issued pursuant to the
Placing represent approximately 15.4 per cent. of the Enlarged Share Capital.

 

Completion of the Placing remains conditional upon, inter alia, Admission
occurring and the Placing Agreement between the Company and Dowgate becoming
unconditional and not being terminated in accordance with its terms.

 

Use of proceeds

 

The net proceeds of the Placing, being approximately £5.5 million, will be
used principally for growth and general working capital, to bolster the
executive management team and to strengthen the Company's balance sheet as it
continues its profitable momentum.

 

Admission and settlement

 

Application has been made to the London Stock Exchange for the Placing Shares
to be admitted to trading on AIM. Admission is expected to take place and
dealings in the Placing Shares are expected to commence at 8.00 a.m. on 5
December 2024 (or such later time and/or date as may be agreed between the
Company and Dowgate, being no later than 8.00 a.m. on 19 December 2024).

 

The Placing Shares will rank pari passu with the Existing Ordinary Shares.

 

Jørgen Korsgaard Jensen, Chief Executive Officer of Windar, commented: "We
are extremely pleased to announce this oversubscribed fundraise which received
significant demand from existing and new investors. We are grateful for the
continued support of shareholders and are pleased to welcome new high quality
institutional and other investors to our register. The proceeds will help us
accelerate our ambitious growth strategy."

 

Total voting rights

 

Following Admission, the Company will have 96,037,870 Ordinary Shares in
issue. The Company does not currently hold any shares in treasury. Therefore,
the above figure of 96,037,870 Ordinary Shares may be used by shareholders of
the Company as the denominator for the calculations by which they will
determine if they are required to notify their interest in, or a change in
their interest in, the share capital of the Company under the FCA's Disclosure
Guidance and Transparency Rules.

 

Unless otherwise stated, capitalised terms not otherwise defined in the text
of this announcement have the same meaning ascribed to them in the "Proposed
placing to raise £5.5 million" announcement published by the Company at 4.35
p.m. on 2 December 2024.

 

 

Enquiries:

 

 Windar Photonics plc                                      Tel: +45 24234930
 Jørgen Korsgaard Jensen, Chief Executive Officer
 Gavin Manson, Director

 Grant Thornton UK LLP - Nominated Adviser                 Tel: +44 (0) 20 7383 5100
 Philip Secrett / Harrison Clarke / Elliot Peters

 Dowgate Capital - Broker                                  Tel: +44 (0) 20 3903 7715
 James Serjeant / Russell Cook

 

 

Notes to Editors:

 

Windar is a technology group that has developed 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.

 

https://www.windarphotonics.com/ (https://www.windarphotonics.com/)

 

 

IMPORTANT NOTICES

 

Dowgate is authorised and regulated in the United Kingdom by the FCA and is
acting exclusively as broker for the Company and no one else in connection
with the Placing, the contents of this Announcement or any other matters
described in this Announcement. Grant Thornton is acting as Nominated Adviser
to the Company for the purposes of the AIM Rules. Each of Grant Thornton and
Dowgate will not regard any other person as its client in relation to the
Placing, the content of this Announcement or any other matters described in
this Announcement and will not be responsible to anyone (including any
Placees) other than the Company for providing the protections afforded to its
clients or for providing advice to any other person in relation to the
Placing, the content of this Announcement or any other matters referred to in
this Announcement. Grant Thornton's responsibilities as Nominated Adviser to
the Company are owed solely to the London Stock Exchange and are not owed to
the Company or to any Director or to any other person.

 

This Announcement is being issued by and is the sole responsibility of the
Company. 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 or on behalf of Grant Thornton or Dowgate (apart from the
responsibilities or liabilities that may be imposed by FSMA or the regulatory
regime established thereunder) and/or by any of its affiliates and/or any of
its representatives as to, or in relation to, the accuracy, adequacy, fairness
or completeness of this Announcement or any other written or oral information
made available to or publicly available to any interested party or their
respective advisers or any other statement made or purported to be made by or
on behalf of Grant Thornton, Dowgate and/or any of their affiliates and/or by
any of their representatives in connection with the Company, the Placing
Shares or the Placing and any responsibility and liability whether arising in
tort, contract or otherwise therefor is expressly disclaimed. No
representation or warranty, express or implied, is made by Grant Thornton,
Dowgate and/or any of their affiliates and/or any of their representatives as
to the accuracy, fairness, verification, completeness or sufficiency of the
information or opinions contained in this Announcement or any other written or
oral information made available to or publicly available to any interested
party or their respective advisers, and any liability therefor is expressly
disclaimed.

 

The Placing Shares have not been and will not be registered under the
Securities Act or under the applicable securities law or with any securities
regulatory authority of any state or other jurisdiction of the United States
or under the securities laws of Australia, Canada, Japan, New Zealand, the
Republic of South Africa or any state, province or territory thereof or any
other jurisdiction outside the United Kingdom and may not be offered, sold,
pledged, taken up, exercised, resold, renounced, transferred or delivered,
directly or indirectly, through CREST or otherwise, within, into or from
Canada, Australia, Japan, New Zealand, the Republic of South Africa or the
United States, or to, or for the account or benefit of, any person with a
registered address in, or who is a resident or ordinary resident in, or a
citizen of such jurisdictions or to any person in any country or territory
where to do so would or might contravene applicable securities laws or
regulations except pursuant to an applicable exemption. Any securities of the
Company will only be offered and sold outside of the United States in
"offshore transactions" within the meaning of and in reliance on the safe
harbour from the registration requirements under the Securities Act provided
by Regulation S promulgated thereunder.  The securities of the Company have
not been approved or disapproved by the US Securities and Exchange Commission,
any state securities commission or other regulatory authority in the United
States, nor have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this presentation.  Any
representation to the contrary is a criminal offence in the United States.
Subject to certain exceptions, the securities referred to herein may not be
offered or sold in the United States, Australia, Canada, Japan, New Zealand,
the Republic of South Africa or to, or for the account or benefit of, any
national, resident or citizen of the United States, Australia, Canada, Japan,
New Zealand or the Republic of South Africa.

 

No public offering of securities is being made in the United States.

 

 

 

 

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