Termination of GEM Share Subscription Facility

Windar Photonics

05/11/2026 07:00

RNS Number : 8712B
  
Windar Photonics PLC
  
05 November 2026
  
 



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 ("MAR"). Upon the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.


 


 


5 November 2026






 


("Windar" or the "Company")


 


Termination of the Share Subscription Facility with GEM 


and 


Adjustment of GEM Warrants 


 


 


Windar Photonics plc (AIM: WPHO), the technology group that has developed a LiDAR wind sensor and software suite designed to monitor and optimise wind turbine performance across multiple turbine platforms, today announces that it entered into a settlement agreement with GEM Global Yield LLC SCS (“GEM”) regarding the termination of the share subscription facility agreement between the Company and GEM (the “SSF”) and the adjustment of the warrants issued to GEM (the "GEM Warrants"). 


 


Further to the announcement on 24 August 2026, in which the Company confirmed its obligation to adjust the exercise price and number of GEM Warrants already granted to GEM as a result of the Fundraise, the Company has now reached full and final commercial settlement with GEM in respect of the GEM Warrants issued pursuant to the SSF. The principal terms of the settlement are set out below.


 


The Company, GEM and GEM Yield Bahamas Limited entered into the settlement agreement on 4 November 2026 in which it was agreed, inter alia, to issue an additional 5,500,000 warrants to GEM ("Settlement Agreement"). The aggregate number of GEM Warrants will total 11,000,000, all of which will be exercisable at a fixed price of 10 pence per warrant. This is the same exercise price as that of the warrants issued to shareholders who participated in the Fundraise announced on 24 August 2026.


 


In addition to determining the additional number of warrants to be issued and the exercise price, the warrant instrument is also amended to remove all adjustment provisions relating to the number and exercise price of the GEM Warrants. 


 


The Settlement Agreement also provides the termination of the SSF with immediate effect, with no further fees payable by the Company.


 


 


All definitions used but not defined are as set out in the announcement dated 24 August 2026.


 


 


  For further information, please contact:


 



Windar Photonics plc




 




David Lis, Non Executive Chairman


Andreas Berg Nielsen, CEO




       Via Novella Communications


 




 




 




Zeus (Nominated Adviser and Broker)




 




David Foreman / James Bavister (Investment Banking)


Nick Searle (Equity Capital Markets)




       Tel: +44 (0) 20 3829 5000




 




 




Novella Communications




 




Tim Robertson / Oliver Norton




       Tel: +44 (0) 20 3151 7008



 


 



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