TIDMWPHO
RNS Number : 7413D
Windar Photonics PLC
30 June 2021
30 June 2021
Windar Photonics plc
("Windar" or the "Company")
Final Results and Notice of AGM
Windar Photonics plc (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 its
final audited results for the year ended 31 December 2020
("FY20").
Notice of Annual General Meeting
The Company is pleased to confirm that its Annual General
Meetings ("AGM") will be held at the offices of West Hill Corporate
Finance Ltd, 85 Gresham Street, London, EC2V 7NQ at 1.00 p.m. on 26
July 2021.
In light of the Coronavirus (COVID-19) pandemic and the
restrictions imposed by the UK Government, the Company will convene
the AGM with the minimum necessary quorum of two shareholders
(which the Company will facilitate), and further shareholders will
not be permitted to attend the AGM in person. The Company will
include all valid proxy votes (whether submitted electronically or
in hard copy form) in its polls at the AGM and the Chair of the
meeting will call for a poll on each resolution. The Company
accordingly requests that shareholders submit their proxy votes in
respect of the resolutions as set out in the Notice of the AGM,
electronically or by post in advance, in accordance with the
instructions set out in the Notice of the AGM.
Shareholders should submit their votes via proxy as early as
possible, and shareholders are requested to appoint the Chairman of
the meeting as their proxy. If a shareholder appoints someone else
as their proxy, that proxy will not be able to attend the AGM in
person or cast the shareholder's vote.
Copies of the Annual Report and Accounts for the year ended 31
December 2020 and the Notice of the Annual General Meeting are
available from the Company's website - www.windarphotonics.com
Copies of the Annual Report and Accounts for FY20 and the Notice
of the Annual General Meeting will be posted to shareholders today
and will be available from the Company's website -
www.windarphotonics.com
Related Party Opinion
Jørgen Korsgaard Jensen, Chief Executive Officer of the Company,
has agreed to provide a letter of support to the Company up to a
value of EUR1,000,000 for a period of 12 months from the date of
publication of the FY20 final audited results (the "Letter of
Support"). If the Company requires to utilise the funds available
under the Letter of Support, the funds will be provided on an
interest free basis.
The provision of this letter of support to the Company is deemed
to be a related party transaction for the purposes of the AIM Rules
for Companies. The independent Directors consider, having consulted
with the Company's nominated adviser, Cenkos Securities plc, that
the terms of the letter of support are fair and reasonable insofar
as the Shareholders are concernced.
For further information, please contact:
Windar Photonics plc Tel: +45 24234930
Jørgen Korsgaard Jensen, CEO
Cenkos Securities plc (Nomad & Broker)
Neil McDonald / Pete Lynch Tel: 0131 220 6939
About Windar:
Windar Photonics is a technology group that develops
cost-efficient and innovative Light Detection and Ranging ("LiDAR")
optimization 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
Chairman's Statement
Despite a positive start the year with the receipt of the first
volume order from the OEM market for the Company's LiDAR wind
sensor, the onset of the COVID-19 pandemic had a significant impact
on the ability of the Company to deliver orders during the year.
Notwithstanding the impact of the global pandemic, the Company
generated revenue of EUR1.3 million, an increase of 13% compared to
2019 (EUR1.2 million). Coupled with the implementation of cost
saving initiatives throughout the Company, the EBITDA loss was
reduced by 61% to EUR1.1 million (2019: loss of EUR2.8
million).
Total orders received and scheduled for delivery in 2020
amounted to EUR2.9 million. However, primarily due to the impact of
the pandemic delivery of orders amounting to EUR1.6 million were
postponed and rescheduled for delivery in 2021.
The retro-fit market operations were particularly adversely
impacted by the onset of the pandemic due to project delays and
travel restrictions. However important customer trials under our
distribution agreement with Vestas were initiated and finalized in
2020 with very encouraging results Management expect to see the
first volume orders and deliveries through this channel to be
realised in 2021.
Our continued drive to optimize the cost base of our products
has resulted in the Company successfully completing our new OneUnit
platform which means the complete with electronic box has been
eliminated. All optical and electronic parts now fully integrated
in our optical head. With this platform now fully developed, our
average production costs going into 2021 are estimated to have
reduced by close to 21% compared the average costs at the beginning
of 2020. Besides the cost saving the new platform enables a
substantial simplification of the installation process of our
products bringing additional cost savings to our end users.
Within the various other ongoing development projects good
progress has been achieved in 2021. In previous years, the Company
was focused on expanding our wind measurements data capabilities
beyond the measurement of wind speed and wind direction to include
wind turbulence and wake data which today are fully integrated in
the entire project range. Going forward and based on new software
developments the Company will also be integrating rain intensity
data in our product range.
Financial Overview
Revenue during the year increased by 13% to EUR1.3 million
(2019: EUR1.2 million). Gross profit was up 28% (2019: (47%)) to
EUR0.7 million (2019: EUR0.5 million).
Net loss for the year before taxes decreased to EUR1.6 million
from EUR3.3 million in 2019, which included depreciation,
amortisation and warrant costs of EUR0.3 million (2019: EUR0.3
million).
The Group held cash balances at the end of the year of EUR0.6
million (2019: EUR0.8 million).
Trade receivables were EUR0.4 million (2019: EUR0.1 million),
reflecting that most of the revenue recognized in 2020 was
delivered during the last quarter of the year.
The Group has capitalised its continued cost of investment in
technology during the year. This amounts to EUR0.5 million in 2020
(2019: EUR0.5 million) before grants of EUR0.2 million (2019:
EUR0.1 million).
During the year, the Group raised EUR1.0 million before expenses
through the issue of share capital.
Outlook
Even though there remain significant project and delivery delays
in the first part of 2021 due to aftermath of the global pandemic,
the Board expects to see a substantial revenue increase in 2021.
This expectation is based on the orderbook at the start of the year
which contained a number of orders initially scheduled for delivery
in 2020. In addition, the Board expects to receive new orders and
has strong expectations for initial volume orders/deliveries under
our distribution agreement with Vestas.
Despite the overall encouraging developments, the Group's cash
flow position is constantly being monitored with respect to
eventual consequences of customer payments and project delays.
However, management believe that there are a number of actions
available to them in order to manage the cash position if
needed.
Positively, the total order inflow in 2020 has been encouraging
at EUR2.9 million which approximately represents the annual break
even fix point in the Group. Given the order back-log carried into
2021, orders received and expected new orders the Board believes
the Group is in a good position moving forward.
Finally, I would like to take the opportunity to thank the
management and staff for their efforts in 2020.
BY ORDER OF THE BOARD ON June 30, 2021
Johan Blach Petersen
Chairman
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEARED 31
DECEMBER 2020
Year ended Year ended
31 December 31 December
2020 2019
EUR EUR
Revenue from contracts with customers 1,333,956 1,177,897
Cost of goods sold (632,586) (629,560)
Gross profit 701,370 548,337
Administrative expenses (2,183,141) (3,680,990)
Other operating income 32,196 32,145
------------------------------------------
Loss from operations (1,449,575) (3,100,508)
Finance expenses (143,110) (190,889)
Loss before taxation (1,592,685) (3,291,397)
Taxation 252,517 212,488
Loss for the year attributable to
the ordinary equity holders of Windar
Photonics Plc (1,340,168 (3,078,909)
Other comprehensive income
Items that will or may be reclassified
to profit or loss:
Exchange gains/(losses) arising
on translation of foreign operations 22,585 (3,085)
------------------------------------------
Total comprehensive loss for the
year attributable to the ordinary
equity holders of Windar Photonics
Plc (1,317,583) (3,075,824)
============= =========================
Loss per share attributable to the
ordinary equity holders of Windar
Photonics Plc
Basic and diluted, cents per share (2.7) (6.7)
========================================== ============= =========================
All activities relate to continuing operations
CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER
2020
31 December 31 December
2020 2019
EUR EUR
Assets
Non-current assets
Intangible assets 1,205,243 1,192,607
Property, plant & equipment 27,698 61,800
Deposits 25,382 24,980
Total non-current assets 1,258,323 1,279,387
-------------------------------------------- ------------- -------------
Current assets
Inventory 636,785 1,019,564
Trade receivables 429,241 111,703
Other receivables 220,047 84,305
Tax credit receivables 253,030 212,428
Prepayments 14,195 44,857
Restricted cash and cash equivalents - -
Cash and cash equivalents 626,361 763,024
Total current assets 2,179,659 2,235,881
-------------------------------------------- ------------- -------------
Total assets 3,437,982 3,515,268
-------------------------------------------- ------------- -------------
Equity
Share capital 675,664 608,689
Share premium 14,502,837 13,692,119
Merger reserve 2,910,866 2,910,866
Foreign currency reserve 3,955 (18,630)
Retained earnings (17,651,945) (16,338,796)
Total equity 441,377 854,248
-------------------------------------------- ------------- -------------
Non-current liabilities
Warranty provisions 38,493 61,170
Loans 1,719,825 5,174
-------------------------------------------- ------------- -------------
Total non-current liabilities 1,758,318 66,344
Current liabilities
Trade payables 726,007 1,045,792
Other payables and accruals 274,202 211,879
Contract liabilities 215,905 69,954
Invoice discounting - 1,992
Loans 22,173 1,265,059
------------- -------------
Total current liabilities 1,238,287 2,594,676
Total liabilities 2,996,605 2,661,020
-------------------------------------------- ------------- -------------
Total equity and liabilities 3,437,982 3,515,268
-------------------------------------------- ------------- -------------
The financial statements were approved and authorised for issue
by the Board of Directors on June 30 2021 and were signed below on
its behalf by:
Jørgen Korsgaard Jensen, Director
Company number: 09024532
COMPANY STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER
2020
31 December 31 December
2020 2019
EUR EUR
Assets
Non-current assets
Investments in subsidiaries 142,497 519,897
Total non-current assets 142,497 519,897
-------------------------------- ------------- -------------
Current assets
Other receivables 11,295 11,790
Prepayments - 26,599
Intragroup receivables 2,074 43,088
Cash and cash equivalents 543,247 521,713
Total current assets 556,616 603,190
-------------------------------- ------------- -------------
Total assets 699,113 1,123,087
-------------------------------- ------------- -------------
Equity
Share capital 675,664 608,689
Share premium 14,502,837 13,692,119
Merger reserve 658,279 658,279
Foreign currency reserve - (7,746)
Retained earnings (15,395,399) (14,046,739)
Total equity 441,381 904,602
-------------------------------- ------------- -------------
Current liabilities
Trade payables 233,648 198,485
Other payables and accruals 24,084 20,000
Total liabilities 257,732 218,485
-------------------------------- ------------- -------------
Total equity and liabilities 699,113 1,123,087
-------------------------------- ------------- -------------
The financial statements were approved and authorised for issue
by the Board of Directors on June 30 2021 and were signed below on
its behalf by:
Jørgen Korsgaard Jensen, Director
Company number: 09024532
CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEARED 31 DECEMBER
2020
Year ended Year ended
31 December 31 December
2020 2019
EUR EUR
Loss for the period before taxation (1,592,685) (3,291,397)
Adjustments for:
Finance expenses 143,110 190,889
Amortisation 286,903 267,317
Depreciation 38,752 52,411
Received tax credit 212,864 120,186
Foreign exchange losses 22,691 3,085
Share option and warrant costs 27,020 27,868
--------------------------------------- ------------- -------------
(861,345) (2,629,641)
Movements in working capital
Changes in inventory 382,779 (292,565)
Changes in receivables (453,281) 144,164
Changes in prepayments 30,663 38,905
Changes in deposits (401) 21,305
Changes in trade payables (319,788) 552,426
Changes in contract liabilities 145,951 (13,214)
Changes in warranty provisions (22,677) (17,252)
Changes in other payables and
provisions 62,321 447,972
Cash flow from operations (1,035,778) (1,747,900)
--------------------------------------- ------------- -------------
Investing activities
Payments for intangible assets (469,362) (528,278)
Payments for tangible assets (4,449) (3,427)
Grants received 174,713 50,824
--------------------------------------- ------------- -------------
Cash flow from investing activities (299,098) (480,881)
--------------------------------------- ------------- -------------
Financing activities
Proceeds from issue of share
capital 975,214 1,315,342
Costs associated with the issue
of share capital (97,521) (133,827)
Proceeds from new long term
loans 402,447 -
Reduction from invoice discounting (1,992) (8,743)
(Decrease)/Increase in restricted
cash balances - 158,138
Repayment of loans (5,171) (5,240)
Interest paid (74,357) (55,878)
Cash flow from financing activities 1,198,620 1,269,792
--------------------------------------- ------------- -------------
Net increase/(decrease) in cash
and cash equivalents (136,256) (958,989)
Exchange differences (407) 210
Cash and cash equivalents at
the beginning of the year 763,024 1,721,803
Cash and cash equivalents at
the end of the year 626,361 763,024
--------------------------------------- ------------- -------------
COMPANY STATEMENT OF CASH FLOWS FOR THE YEARED 31 DECEMBER
2020
Year ended Year ended
31 December 31 December
2020 2019
EUR EUR
Loss for the period before taxation (1,367,934) (12,183,497)
Adjustments for:
Finance Income (16,946) (30,953)
Write down of investment in
subsidiary 1,116,716 11,887,213
Share option and warrant costs 27,020 27,868
--------------------------------------- ------------- -------------
(241,144) (299,369)
Movements in working capital
Changes in receivables 495 913
Changes in prepayments 26,599 (2,743)
Changes in loans to subsidiary
entity 61,161 962,489
Changes in trade payables 35,163 130,795
Changes in other payables and
provisions 4,084 -
Cash flow from operations (113,642) 792,085
--------------------------------------- ------------- -------------
Investing activities
Additional investment in subsidiary
undertaking (739,317) (1,673,427)
Cash flow from investing activities (739,317) (1,673,427)
--------------------------------------- ------------- -------------
Financing activities
Proceeds from issue of share
capital 975,214 1,315,342
Costs associated with the issue
of share capital (97,521) (133,827)
Currency losses during the year (3,200) -
Cash flow from financing activities 874,493 1,181,515
--------------------------------------- ------------- -------------
Net decrease in cash and cash
equivalents 21,534 300,173
Cash and cash equivalents at
the beginning of the year 521,713 221,540
Cash and cash equivalents at
the end of the year 543,247 521,713
--------------------------------------- ------------- -------------
CONSOLIDATED AND COMPANY STATEMENTS OF CHANGES IN EQUITY FOR THE
YEARED 31 DECEMBER 2020
Share Share Merger Foreign Accumulated Total
Capital Premium reserve currency Losses
reserve
EUR EUR EUR EUR EUR EUR
--------------------- --------- ------------------- ---------- ---------- --------------- ---------------
Group
At 1 January 2019 560,859 12,558,434 2,910,866 (21,715) (13,287,758) 2,720,686
New shares issued 47,830 1,267,512 - - - 1,315,342
Costs associated
with capital raise - (133,827) - - - (133,827)
Share option and
warrant costs - - - - 27,870 27,870
--------- ------------------- ---------- ---------- --------------- ---------------
Transaction with
owners 47,830 1,133,685 - - 27,870 1,209,385
--------- ------------------- ---------- ---------- --------------- ---------------
Loss for the year - - - - (3,078,909) (3,078,909)
Other comprehensive
gains - - - 3,085 - 3,085
--------- ------------------- ---------- ---------- --------------- ---------------
Total comprehensive
loss - - - 3,085 (3,078,909) (3,075,824)
--------- ------------------- ---------- ---------- --------------- ---------------
At 31 December
2019 608,689 13,692,119 2,910,866 (18,630) (16,338,797) 854,247
New shares issued 66,975 908,239 - - - 975,214
Costs associated
with capital raise - (97,521) - - - (97,521)
Share option and
warrant costs - - - - 27,020 27,020
--------- ------------------- ---------- ---------- --------------- ---------------
Transaction with
owners 66,975 810,718 - - 27,020 904,713
--------- ------------------- ---------- ---------- --------------- ---------------
Loss for the year - - - - (1,340,168) (1,340,168)
Other comprehensive
gains/(loss) - - - 22,585 - 22,585
--------------------- --------- ------------------- ---------- ---------- --------------- ---------------
Total comprehensive
loss - - - 22,585 (1,340,168) (1,317,583)
--------------------- --------- ------------------- ---------- ---------- --------------- ---------------
At 31 December
2020 675,664 14,502,837 2,910,866 3,955 (17,651,945) 441,377
--------------------- --------- ------------------- ---------- ---------- --------------- ---------------
Company
At 1 January 2019 560,859 12,558,434 658,279 (7,746) (1,891,110) 11,878,716
New shares issued 47,830 1,267,512 - - - 1,315,342
Costs associated
with capital raise - (133,827) - - - (133,827)
Share option and
warrant costs - - - - 27,868 27,868
--------- ------------------- ---------- ---------- --------------- ---------------
Transaction with
owners 47,830 1,133,685 - - 27,868 1,209,383
--------- ------------------- ---------- ---------- --------------- ---------------
Loss for the year - - - - (12,183,497) (12,183,497)
--------- ------------------- ---------- ---------- --------------- ---------------
Total comprehensive
loss - - - - (12,183,497) (12,183,497)
--------- ------------------- ---------- ---------- --------------- ---------------
At 31 December
2019 608,689 13,692,119 658,279 (7,746) (14,046,739) 904,602
New shares issued 66,975 908,239 - - - 975,214
Costs associated
with capital raise - (97,521) - - - (97,521)
Share option and
warrant costs - - - - 27,020 27,020
--------- ------------------- ---------- ---------- --------------- ---------------
Transaction with
owners 66,975 810,718 - - 27,020 904,713
--------- ------------------- ---------- ---------- --------------- ---------------
Loss for the year - - - - (1,367,934) (1,367,934)
--------------------- --------- ------------------- ---------- ---------- --------------- ---------------
Total comprehensive
loss - - - - (1,367,934) (1,367,934)
--------------------- --------- ------------------- ---------- ---------- --------------- ---------------
At 31 December
2020 675,664 14,502,837 658,279 (7,746) (15,387,653) 441,381
--------------------- --------- ------------------- ---------- ---------- --------------- ---------------
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARED 31 DECEMBER
2020
1. General information
The Company is a public limited company domiciled in the United
Kingdom and incorporated under registered number 09024532 in
England and Wales. The Company's registered office is 3 More London
Riverside, London, SE1 2AQ.
The Group was formed when the Company acquired on 29 August 2014
the entire share capital of Windar Photonics A/S, a company
registered in Denmark through the issue of Ordinary Shares.
2. Adoption of new and revised International Financial Reporting Standards
New and amended standards adopted by the Group
There are no IFRSs or IFRIC interpretations that are effective
for the first time for the financial year
beginning on or after 1 January 2020 that would be expected to
have a material impact on the Group.
The new IFRSs adopted during the year areas as follows:
Amendments to References to the Conceptual Framework in IFRS
Standards
Amendments to IFRS 3 Definition of a Business
Amendments to IFRS 9, IAS Interest Rate Benchmark Reform
39 and IRFS 7
Amendments to IAS 1 & IAS Definition of Material
8
IFRS 16 Covid-19-Related Rent Concessions
The adoption of the new and amendments to IFRSs did not have any
significant impact on the financial
statements of the Group and the Company.
The following standards, amendments and interpretations
applicable to the Group are in issue but are not
yet effective and have not been early adopted in these financial
statements. They may result in
consequential changes to the accounting policies and other note
disclosures. We do not expect the impact
of such changes on the financial statements to be material.
These are outlined in the table below:
Effective dates
for financial
periods beginning
on or after
---------------------
IFRS 17 Insurance Contracts 1 January 2023
Amendments to Classification of Liabilities 1 January 2022
IAS 1 as Current or Non-current
Annual Improvements Amendments to IFRS 1 1 January 2022
to IFRS Standards Amendments to IFRS 9
2018-2020 Amendments to IFRS 16
Amendments to IAS 41
Amendments to Business Combinations - Reference 1 January 2022
IFRS 3 to the Conceptual Framework
Amendments to Property, Plant and Equipment 1 January 2022
IAS 16 - Proceeds before Intended Use
Amendments to Onerous Contracts - Cost of 1 January 2022
IAS 37 Fulfilling
Amendments to Sale or Contribution of Assets Deferred until
IFRS 10 and IAS between an Investor and its further notice
28 Associate or Joint Venture
The Directors anticipate that the adoption of these standards
and the interpretations in future periods will
have no material impact on the financial statements of the
Group.
3. Going Concern
The consolidated financial statements have been prepared
assuming the Group will continue as a going concern. Under the
going concern assumption, an entity is anticipated to continue in
business for the foreseeable future with neither the intention nor
the necessity of liquidation, ceasing trading or seeking protection
from creditors pursuant to laws or regulations.
Based on the Group's latest trading expectations and associated
cash flow forecasts, the directors have considered the cash
requirements of the Group. The directors are confident that based
on the Group's forecasts and projections, taking account of
possible changes in trading performance is appropriate to continue
to adopt the going concern basis of accounting in preparing these
financial statements.
However, Management has noticed the risk of non-payments from
customer receivables and the potential for future projects/customer
delivery schedules to be delayed due to the general COVID-19
pandemic, which could have a material impact on the outlooking cash
flow forecasts.
In the event, for the reasons stated above the timing of the
forecast revenue and customer payments were not to be achieved in
the periods expected, the Group may need to seek additional funding
to cover those periods where there might be a potential shortfall.
However, in order to cover any such eventual shortfalls a major
shareholder of the Company has already committed to supporting the
Company if required for at least 12 months from the date that these
financial statements are signed.
Due to primarily the above stated uncertainties regarding the
COVID-19 situation, Management highlight the very high levels of
uncertainties, which indicates the existence of a material
uncertainty which may cast significant doubt about the Group's
ability to continue as a going concern and therefore it may be
unable to realise its assets and discharge its liabilities in the
normal course of business. The financial statements do not include
the adjustments that would result if the Group was unable to
continue as a going concern.
4. Accounting policies
Basis of preparation
The consolidated financial statements comprise the consolidated
financial information of the Group as at 31 December 2020 and are
prepared under the historic cost convention, except for the
following:
-- share based payments and share option and warrant costs
The financial statements have been prepared in accordance with
International Financial Reporting Standards, International
Accounting Standards and Interpretations (collectively "IFRSs")
issued by the International Accounting Standards Board (IASB) as
adopted by the European Union ("adopted IFRSs").
The acquisition of the subsidiary in 2014 was deemed to be a
business combination under common control as the ultimate control
before and after the acquisition was the same. As a result, the
transaction is outside the scope of IFRS 3 and has been included
under the principles of merger accounting by reference to UK
GAAP.
5. Revenue
Revenue from contracts with customers: Year ended Year ended
31 December 31 December
2020 2019
EUR EUR
Sale of product and installation 1,325,951 1,129,255
Rendering of services 8,005 48,642
------------- -------------
Revenue 1,333,956 1,177,897
============= =============
Disaggregation of revenue
The disaggregation of revenue from contracts with customers is
as follows:
Year ended Year ended
31 December 31 December
2020 2019
EUR EUR
WindEye(TM) 770,531 1,070,231
WindVision(TM) 555,420 59,018
------------- -------------
Rendering of services 8,005 48,648
------------- -------------
Revenue 1,333,956 1,177,897
============= =============
Contract liabilities of EUR215,905 (2019: EUR69,954) relates to
performance obligation under contracts that have not yet been
completed and are expected to be met in 2021.
6. Loss from operations
Loss from operations
is stated after:
Year ended Year ended
31 December 2020 31 December 2019
EUR EUR
Staff costs 1,263,759 1,579,160
Expensed research
and development costs 489,375 488,593
Amortisation(1) 286,903 267,317
Depreciation 38,752 52,411
Lease payments 115,350 131,989
Other Operating Income (32,196) (32,145)
Remuneration received
by the Group's auditor
or associates of
the Group's auditor:
- Audit of parent
company 5.133 5,460
- Audit of consolidated
financial statements
- Taxation compliance 18,120 19,185
services
Other auditors: 830 7,357
- Audit of overseas
subsidiaries 18,803 21,430
-Adjustment to prior
year audit of consolidated
financial statements 35,715 42,899
(1) Amortisation charges on the Group's intangible assets are
recognised in the administrative expenses line item in the
consolidated statement of comprehensive income.
7. Segment information
Operation segments are reported as reported to the chief
operation decision maker.
The Group has one reportable segment being the sale of LiDAR
Wind Measurement and therefore segmental results and assets are
disclosed in the consolidated income statement and consolidated
statement of financial position.
In 2020, four customers accounted for more than 10 per cent of
the revenue each (2019: three customers). The total amount of
revenue from these customers amounted to EUR1,076,841, 81 per cent
of the total revenue (2019: EUR1,028,380 or 88 per cent of the
revenue)
Revenue by geographical location of customer:
Year Year
ended ended
31 December 31 December
2020 2019
EUR EUR
Europe 119,340 256,501
Americas 54,218 -
China 1,128,722 919,658
Asia (excluding China) 31,676 1,738
Revenue 1,333,956 1,177,897
------------------------ ------------- --------------------------
Geographical information
The parent company is based in the United Kingdom. The
information for the geographical area of non-current assets is
presented for the most significant area where the Group has
operations being Denmark.
As at 31 December As at 31 December
2020 2019
EUR EUR
Denmak 1,248,460 1,270,753
1,248,460 1,270,753
------------------ ------------------
Non-current assets for this purpose consist of property, plant
and equipment and intangible assets.
8. Directors and employees
2020 2019
Average Year end Average Year end
Number of employees excluding
directors
Sales and Services 7 6 8 8
Research and development 10 10 11 11
Production 2 2 3 3
Administration 3 3 3 3
-------- --------- -------- ---------
22 21 25 25
======== ========= ======== =========
Group 2020 2019
EUR EUR
Staff costs
Wages and salaries 1,190,757 1,465,035
Social security costs 45,982 86,257
---------- ----------
1,236,739 1,551,292
Warrant and Option costs 27,020 27,868
---------- ----------
1,263,759 1,579,160
========== ==========
2020 2019
Company
EUR EUR
Staff costs
Wages and fees 25,760 40,448
25,760 40,448
Warrant and Option costs 27,020 27,868
---------- ----------
52,780 68,316
========== ==========
The Company has 3 employees (2019: 4), all being the Directors
of the Company.
Key management personnel compensation
Key management personnel are those persons having authority and
responsibility for planning, directing and controlling the
activities of Group, and are considered to be directors of the
company.
The value of all elements of remuneration received by key
management in the year was as follows:
Wages and Fair value Pension Total
salaries of warrant contributions
and fees costs
EUR EUR EUR EUR
Year ended 31 December
2020
Directors 25,760 - - 25,760
========== ============ =============== =======
Year ended 31 December
2019
Directors 40,448 - - 40,448
========== ============ =============== =======
9. Finance income and expense
Finance expense
Year Year
ended ended
31 December 31 December
2020 2019
EUR EUR
Foreign exchange losses (32,746) (39,124)
Interest expense on financial liabilities
measured at amortised cost (110,364) (151,765)
Finance expense (143,110) (190,889)
------------------------------------------------- -------------- ----------------
10. Income tax
Year ended Year ended
31 December 31 December
2020 2019
(a) The tax credit for the year: EUR EUR
UK Corporation tax - -
Foreign tax credit (252,517) (212,488)
------------- -------------
(b) Tax reconciliation
Loss on ordinary activities before
tax (1,592,685) (3,291,397)
============= =============
Loss on ordinary activities at the
UK standard rate of corporation tax
19% (2019: 19%) (302,610) (625,365)
Effects of:
Expenses non-deductible for tax purposes (35,103) 3,108
Adjustment to not recognized deferred (137,902) -
taxes in previous periods
Unrecognised tax losses 263,464 533,772
Different tax rates applied in overseas
jurisdictions (54,860) (125,599)
Exchange rate differences 14,494 1,596
------------------------------------------------ ------------- -------------
Tax credit for the year (252,517) (212,488)
------------------------------------------------ ------------- -------------
The tax credit is recognised as 22 per cent. (2019: 22 per cent)
of the company's deficit that relates to research and development
costs. Companies in Denmark, who conduct research and development
and accordingly experience deficits can apply to the Danish tax
authorities for a payment equal to 22 per cent. (2019; 22 per cent)
of deficits relating to research and development costs up to DKK 25
million.
(c) Deferred tax - Group
In view of the tax losses carried forward and other timing
differences there is a deferred tax asset of approximately
EUR2,829,139 (2019: EUR2,549,025) which has not been recognised in
these Financial Statements, given uncertainty around timing and
availability of sufficient taxable profits in the relevant
Company.
(d) Deferred tax - Company
In view of the tax losses carried forward and other differences
there is a deferred tax asset of approximately EUR338,140 (2019:
EUR281,199) which has not been recognised in these Financial
Statements, given uncertainty around timing and availability of
future profit against which the losses will be able to be used.
All taxes recognized in the statement of Comprehensive income
are denominated in DKK.
11. Loss per share
The loss and weighted average number of ordinary shares used in
the calculation of basic loss per share are as follows:
Year ended Year ended
31 December 31 December
2020 2019
EUR EUR
Loss for the year (1,317,583) (3,078,909)
------------- -------------
Weighted average number of ordinary
shares for the purpose of basic earnings
per share 49,819,356 45,614,917
Basic loss and diluted, cents per share (2.7) (6.7)
------------- -------------
There is no dilutive effect of the warrants (note 25) as the
dilution would reduce the loss per share.
12. Dividends
No dividends were proposed by the Group during the period under
review (2019: EURNil).
13. Investment in Subsidiaries
EUR
Company
At 1 January 2020 519,897
Capital contribution
in the year 739,316
Write down investment
in subsidiary (1,116,716)
-------------
As at 31 December
2020 142,497
-------------
The subsidiaries of Windar Photonics Plc are included in these
financial statements in accordance with the merger accounting as
set out in the basis of preparation and basis of consolidation in
notes 4 and 5, are as follows:
Name Country Ownership Registered Office Nature of business
of incorporation
Windar Photonics Denmark Helgeshoej Allé Develop and
A/S 100% 16-18,2630 Taastrup, commercialise
Denmark wind turbine
technology
Windar Photonics China 100% Room 403-03, Building Commercialise
(Shanghai) Co. indirect #2, No. 38 Debao wind turbine
Ltd. Road, Pudong, Shanghai technology
The Company owns 100 per cent. of the issued share capital of
Windar Photonics A/S (comprising A Shares of DKK 5,737,800 of 1 DKK
each and B Shares of DKK 3,642,592 of 1 DKK each) with CVR number
32157688.
Windar Photonics A/S was incorporated on 28 December 2008 in
Denmark and acquired by the Company in August 2014. During the year
the Company invested the funds received from the share placing into
its main trading subsidiary, Windar Photonics A/S, and a total
transfer of funds of EUR678,156 was made during the year. A further
waiver of intercompany receivable due from Windar Photonics A/S of
EUR739,317 was made during the year and treated as capital
contribution.
Windar Photonics A/S owns 100 per cent. of the issued common
stock of Windar Photonics (Shanghai) Co.,Ltd. Windar Photonics
(Shanghai) Co. Ltd. was incorporated on 18 May 2016 in China with a
registered capital of USD 200,000 of which USD 200,000 is paid in
as per 31 December 2020.
14. Intangible assets
Development
projects
Group EUR
Cost
---------------------------------- ------------
At 1 January 2019 2,989,095
------------------------------------ ------------
Additions - internally developed 528,277
Grants received (50,824)
Exchange differences (1,190)
At 31 December 2019 3,465,358
------------------------------------ ------------
Additions - internally developed 469,362
Grants received (174,713)
Exchange differences 14,759
------------------------------------ ------------
At 31 December 2020 3,774,766
------------------------------------ ------------
Accumulated amortisation
At 1 January 2019 2,006,207
------------------------------------ ------------
Charge for the year 267,317
Exchange differences (773)
------------------------------------ ------------
At 31 December 2019 2,272,751
------------------------------------ ------------
Charge for the year 286,903
Exchange differences 9,869
------------------------------------ ------------
At 31 December 2020 2,569,523
------------------------------------ ------------
Net carrying value
---------------------------------- ------------
At 1 January 2019 982,888
------------------------------------ ------------
At 31 December 2019 1,192,607
------------------------------------ ------------
At 31 December 2020 1,205,243
------------------------------------ ------------
The Group has received public Research and Development Grants of
EUR174,713 (2019: EUR50,824) in respect of the capitalised research
and development. At the end of the year 3 development projects are
ongoing which are supported by public Research and Development
Grants and outstanding grants which can be claimed in the coming
two years amount to EUR669,605 (2019: EUR508,722, which could be
claimed in the following 3 years).
The company's development projects relate to the development of
improved performance and functionality, improved components etc. in
the company's products.
Measurement of the development projects are based on realization
of the company's business plan and budgets,
particularly realization of expected growth in revenue.
15. Property, plant & equipment
Plant and
equipment
Group EUR
Cost
-------------------------- -----------
At 1 January 2019 218,341
---------------------------- -----------
Additions 3,427
Disposed -
Exchange differences (79)
At 31 December 2019 221,689
Additions 4,449
Disposed -
Exchange differences 771
---------------------------- -----------
At 31 December 2020 226,909
---------------------------- -----------
Accumulated depreciation
At 1 January 2019 107,553
---------------------------- -----------
Charge for the year 52,411
Disposed -
Exchange differences (75)
At 31 December 2019 159,889
Charge for the year 38,752
Disposed -
Exchange differences 570
---------------------------- -----------
At 31 December 2020 199,211
---------------------------- -----------
Net carrying value
-------------------------- -----------
At 1 January 2019 110,788
---------------------------- -----------
At 31 December 2019 61,800
---------------------------- -----------
At 31 December 2020 27,698
---------------------------- -----------
16. Inventory
Group
As at As at
31 December 31 December
2020 2019
EUR EUR
Raw material 16,145 417,481
Work in progress 181,598 392,374
Finished goods 439,042 209,709
------------------ ------------- -------------
Inventory 636,785 1,019,564
------------------ ------------- -------------
The cost of inventory sold and recognised as an expense during
the year was EUR655,086 (2019: EUR639,555).
17. Trade and other receivables
Group Company
As at As at As at As at
31 December 31 December 31 December 31 December
2020 2019 2020 2019
EUR EUR EUR EUR
Trade receivables 1,301,858 623,458 - -
----------------------------------- ------------- ------------- ------------- -------------
Less; provision for impairment
of trade receivables (872,617) (511,755) - -
Trade receivables - net 429,241 111,703 - -
Receivables from related
parties - - 2,074 43,088
----------------------------------- ------------- ------------- ------------- -------------
Total financial assets other
than cash and cash equivalents
classified at amortised costs 429,241 111,703 2,074 43,088
----------------------------------- ------------- ------------- ------------- -------------
Tax receivables 253,030 212,428 - -
Other receivables 220,047 84,305 11,295 11,790
Total other receivables 473,077 296,733 11,295 11,790
Total trade and other receivables 902,318 408,436 13,369 54,878
----------------------------------- ------------- ------------- ------------- -------------
Classified as follows:
Current Portion 902,318 408,436 13,369 54,878
----------------------------------- ------------- ------------- ------------- -------------
The carrying value of trade and other receivables classified at
amortised cost approximates fair valu e.
More than More than More than Total
30 days 60 days 120 days
past due past due past due
EUR EUR EUR EUR
Gross carrying amount 1,210 - 904,645 905,855
Loss provision - - (872,617) (872,617)
Net carrying amount 1,210 - 32,028 33,238
Trade and other receivables represent financial assets and are
considered for impairment on an expected credit loss model. These
assets have historically had immaterial levels of bad debt and are
with credit worthy customers, and as the Group trades with a
concentrated number of customers and utilises export credit
facilities the Group has reviewed trade receivables on an
individual basis. Additionally, the Group continues to trade with
the same customers and therefore the future expected credit losses
have been considered in line with the past performance of the
customers in the recovery of their receivables. The implementation
of IFRS 9 has therefore not resulted in a change to the impairment
provision in the current or prior year.
The Group applies the IFRS 9 simplified approach to measuring
expected credit losses using a lifetime expected credit loss
provision for trade receivables. The expected loss rates are based
on the Group's historical credit losses experienced over the three
year period prior to the period end. The historical loss rates are
then adjusted for current and forward-looking information on
factors affecting the Group's customers including the area of
operations of
those debtors and the advancing market for wind power and the
Group's products. The assessment of the expected credit risk for
the year has not increased, when looking at the factors affecting
the risk noted above.
There is no material difference between the net book value and
the fair values of trade and other receivables due to their
short-term nature.
Other classes of financial assets included within trade and
other receivables do not contain impaired assets.
Of the net trade receivables EURNil (2019: EUR49,750) was
pledged as security for the invoice discounting facility. The Group
is committed to underwrite any of the debts transferred and
therefore continues to recognise the debts sold within trade
receivables until the debtors repay or default. Since the trade
receivables continue to be recognised, the business model of the
Group is not affected. The proceeds from transferring the debts of
are included in other financial liabilities until the debts are
collected or the Group makes good any losses incurred by the
service provider.
18. Cash and cash equivalents
For the purpose of the cash flow statement, cash and cash
equivalents comprise the following balances with original maturity
less than 90 days:
Group Company
As at As at As at As at
31 December 31 December 31 December 31 December
2020 2019 2020 2019
EUR EUR EUR EUR
------------- ------------- ------------- -------------
Cash at bank 626,361 763,024 543,247 521,713
------------- ------------- ------------- -------------
The Group has restricted cash balances of EUR33,672 (2019: EUR
360,000) but a provision of the full amount was made in 2019 and
carried over into 2020. The restricted cash balances relate to
transactions entered into between the Group and external financial
parties. When EKF has credit approved a customer EKF, issues a
non-recourse payment guarantee to an external financial party
typically of 80% to 90% of the face value of the transaction. Upon
shipment of the products, the Group then sells the invoice to the
external financial party at face value subject to depositing and
pledging a cash amount equal to the difference between the face
value of the invoice and the EKF guarantee. When the customer pays
typically one year later, the full invoice amount to the financial
party, the deposit is paid in full to the Group.
19. Notes supporting statement of cash flows
Non-current Current loans
loans and and borrowings Invoice Total
borrowings EUR discounting EUR
EUR EUR
As at 1 January 2019 1,135,744 5,240 10,735 1,151,719
Repayment of loans - (5,240) - (5,240)
Repayment of Invoice
Discounting (8,743) (8,743)
Accrued interests on
non-current loans 135,011 - 135,011
Loans and borrowings
classified as non-current
in previous period becoming
current in this period (1,265,059) 1,265,059 - -
Foreign exchange rate
differences (522) - - (522)
As at 31 December 2019 5,174 1,265,059 1,992 1,272,225
------------------------------ ------------ ---------------- -------------- ------------
Repayment of loans - (5,171) - (5,171)
Repayment of Invoice
Discounting - - (1,992) (1,992)
Loans and borrowings
classified as non-current
in previous period becoming
current in this period (22,128) 22,128 - -
Accrued interests on
non-current loans 68,753 - - 68,753
Loans and borrowings
classified as current
in previous period becoming
non-current in this period 1,262,084 (1,262,084) - -
New long term borrowings
in the period 402,447 - - 402,447
Foreign exchange rate
differences 3,495 2,241 - 5,736
------------------------------ ------------ ---------------- -------------- ------------
As at 31 December 2020 1,719,825 22,173 - 1,741,998
------------------------------ ------------ ---------------- -------------- ------------
20. Trade and other payables
Group Company
As at As at As at As at
31 December 31 December 31 December 31 December
2020 2019 2020 2019
EUR EUR EUR EUR
Invoice discounting - 1,992 - -
Trade payables 726,007 1,045,792 233,648 198,485
Other payables and accruals 274,202 211,879 24,084 20,000
Current portion of Nordea
and Growth Fund loans 22,173 1,265,059 - -
Total financial liabilities,
excluding 'non-current' loans 2,524,722
and borrowings classified 1,022,382 257,732 218,485
as financial liabilities
measured
at amortised cost
------------------------------ ------------- ----------------------------------------- ------------- -------------
Contract liabilities 215,905 69,954 - -
------------------------------ ------------- ----------------------------------------- ------------- -------------
Total trade and other
payables 1,238,287 2,594,676 257,732 218,485
------------------------------ ------------- ----------------------------------------- ------------- -------------
Classified as follows:
Current Portion 1,238,287 2,594,676 257,732 218,485
------------------------------ ------------- ----------------------------------------- ------------- -------------
The invoice discounting arrangement was secured upon the trade
debtors to which the arrangement relates.
There is no material difference between the net book value and
the fair values of current trade and other payables due to their
short-term nature.
21. Borrowings
The carrying value and fair value of the Group's borrowings are
as follows:
Group
Carrying and Fair
value
As at As at
31 December 31 December
2020 2019
Loans EUR EUR
Growth Fund 1,736,802 1,259,499
Current portion of Growth Fund (16,977) (1,259,499)
Nordea Ejendomme 5,196 10,734
Current portion of Nordea Loan (5,196) (5, 560)
----------------------------------------- ------------- -------------
Total non-current financial liabilities
measured at amortised costs 1,719,825 5,174
----------------------------------------- ------------- -------------
The Growth Fund borrowing from the Danish public institution,
Vækstfonden, initially bore interest at a fixed annual rate of 12
per cent with a full bullet repayment in June 2020. As announced in
2020 terms for the borrowing was renewed during the year whereafter
the interest rate was reduced to 7 percent p.a. and the loan to be
repaid in quarterly instalments over the period from 1 January,
2022 until 1 October, 2026. A new Covid-19 loan was further
obtained during the year from Vækstfonden which carries an interest
rate of CIBOR plus 5 percent p.a. and to be repaid in quarterly
instalments over the period from 1 October 2021 until 1 October
2026.
In relation with the changes to the existing Growth Fund
borrowing and the new offered loan, the lender now has security of
the assets of Windar Photonics A/S, subsidiary undertaking, to an
amount of DKK12.6m. In relation to the additional Covid-19 loan the
following terms and conditions are in place:
-- There is an early exit fee set at a maximum DKK600k
-- No dividends or corporate bond interest will be paid. D
ividend distributions from Windar Photonics A/S to Windar Photonics
PLC has been restricted until full repayment of the borrowing to
the Growth Fund.
-- No payment of inter-company debts from Windar Photonics A/S.
Windar Photonics PLC has entered into an agreement to resign from
repayments of any outstanding amounts owned by Windar Photonics A/S
to Windar Photonics PLC until full repayment of the borrowing to
the Growth Fund.
-- The loan is secured up to a value of DKK12.6m on certain
assets of Windar Photonics A/S, subsidiary undertaking.
The loan from Nordea Ejendomme is in respect of amounts included
in the fitting out of the offices in Denmark. The loan is repayable
over the 6 years and matures in November 2021 and carries a fixed
interest rate of 6 per cent.
Both loans are denominated in Danish Kroner.
The Company had no borrowings.
22. Share capital
On 3 January and 8 January 2020 the company issued 1,166,363
ordinary shares of 1 pence each for a cash consideration at
GBP0.275 per share. On 23 December 2020 the company issued
4,844,444 ordinary shares of 1 pence each for a cash consideration
of GBP0.1125 per share. On 12 December 2019 the company issued
4,076,348 ordinary shares of 1 pence each for cash consideration at
GBP0.275 per share.
Authorised EUR Authorised EUR
2020 2020 2019 2019
Shares at beginning
of reporting period 48,584,717 608,689 44,508,369 560,859
------------------------------- ------------ --------- ----------- --------
Issue of share capital 6,010,807 66,975 4,076,348 47,830
------------------------------- ------------ --------- ----------- --------
Shares at end of reporting
period 54,595,524 675,664 48,584,717 608,689
------------------------------- ------------ --------- ----------- --------
Number of Number of
shares issued shares issued
and fully and fully
paid EUR paid EUR
2020 2020 2019 2019
Shares at 1 January
2019 48,584,717 608,689 44,508,369 560,859
----------------------- --------------- --------- --------------- ---------
Issue of shares for
cash 6,010,807 66,975 4,076,348 47,830
Shares at 31 December
2019 54,595,524 675,664 48,584,717 608,689
----------------------- --------------- --------- --------------- ---------
At 31 December 2020 the share capital comprises 54,595,524
shares of 1 pence each.
Warrants and share options
Warrants and share options are granted to Directors and
employees.
No new share options or warrants were granted in 2020
Share options issued in 2017 and 2019 are valued using the
Black-Scholes pricing model and no performance conditions are
included in the fair value calculations. The options were issued at
a strike price of GBP1 a third vesting on each anniversary for the
first three years whereafter the options have a 10-year life. The
price of the share at the time of issue was GBP0.88. The risk-free
rate was 1.15%. The expected volatility is based on historical
volatility of the AIM market over the last two years and is
estimated to be 40%.
The average share price during the year was 22.42 pence (2019:
50.00 pence). At the year end the Company had the following
warrants and options outstanding:
Number of
warrants
and options
--------------------
At At
31 December 31 December Exercise
price
2019 Granted Lapsed 2020 (GBP pence) Exercise date
31/12/19 to
Warrants 1,520,956 - - 1,520,956 39.07 31/12/21
16/11/18 to
Options 557,500 - - 557,500 100.00 01/03/32
2,078,456 - - 2,078,456
=========== ============= ======== ========== =============
The number of options and warrants exercisable at 31 December
2020 is warrants 1,520,956 (2019: 1,520,956) and options
460,000 (2019: 241,666).
The weighted average remaining contractual life for the options
outstanding as at 31 December 2020 is 9.76 years (2019: 10.76
years).
The warrants have a remaining life of one year (2019: 2 years).
23. Reserves
The following describes the nature and purpose of each reserve
within equity
Reserve Description and purpose
Share premium Amount subscribed for share capital
in excess of nominal value.
Merger reserve - Group Represents the difference between
the consideration paid for the
acquisition of Windar Photonics
A/S by the Company and the net
book value of the assets and
liabilities acquired.
Merger reserve - Company Represents the difference between
the fair value and the nominal
value of the shares issued for
the acquisition of Windar Photonics
A/S.
Foreign currency reserve Gains and losses on the retranslating
the net assets from the functional
currencies to the reporting currency
of EUR.
Retained earnings All other net gains and losses
and transactions with owners
(e.g. dividends) not recognised
elsewhere.
24. Operating Leases
The total future value of the minimum lease payment is due as
follows:
2020 2019
EUR EUR
Not later than one year 41,879 75,967
Later than one year and not - -
later than five years
41,879 75,967
------- -------
All leasing commitments are in respect of property and cars
leased by the Group. The terms of property leases vary from country
to country, although they all tend to be tenant repairing with rent
reviews once a year. The Company has not entered any leases in 2020
with maturity longer than 6 months.
25. Warranty provision
2020 2019
EUR EUR
Provision at the beginning
of reporting period 61,170 78,422
Provision charged to the profit
and loss account (22,500) (9,995)
Utilised in year - (7,240)
Foreign exchange rate movements (177) (17)
--------- --------
38,493 61,170
--------- --------
The Group typically provides a two-year warranty period to
customers on products sold. Warranty expenses/(income) charged to
the Statement of Comprehensive Income amounted to EUR(22,500)
(2019: (EUR9,995)) corresponding to a warranty cost percentage of
Nil % (2019: 0.4%) relative to the prior two years revenue.
However, d ue to the early business stage of the Group and the
uncertainty following this the Group has adopted a policy to accrue
a 4% provision based on the prior two years deliveries calculated
with the cost of goods sold at the end of the period.
26. Related Party Transactions
Jørgen Korsgaard Jensen and Johan Blach Petersen are directors
and shareholders of Wavetouch Denmark A/S (Wavetouch) and OPDI
Technologies A/S (OPDI). Wavetouch has during the year rented
office space from Windar Photonics A/S, the amount payable during
the year to Windar was EUR32,196 (2019: EUR32,145). There were
amounts outstanding at the year end to Wavetouch EUR(23,630) (2019:
EUR167,527). At the end of the year there were amounts outstanding
to OPDI of EUR Nil (2019: EUR nil). At the end of the year there
were amounts outstanding to Directors of EUR 65,696 (2019: EUR
39,936).
Intercompany transactions
At 31 December 2020 there exist an intercompany loan between
Windar Photonics PLC and its subsidiary Windar Photonics
A/S.
Windar Photonics PLC has a receivable at EUR 2,074 (2019:
EUR43,088). Interest added during 2020 amounts to EUR20,147
(2019: EUR35,396).
The interest rate for 2020 is Bank of England base rate
+ 2.5% p.a. (2019: Base rate 0.75% + 2.5% p.a.).
27. Controlling Parties
There is no ultimate controlling party of the Company.
28. Post balance sheet events and outstanding lawsuits
No major post balance sheet events have happened in 2021.
At the end of 2020 the Company had one outstanding lawsuit
regarding a dispute with a previous supplier. The company disputes
the claim of approximately EUR22,000 made against the company.
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END
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