WPHO Windar Photonics Plc

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:

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/

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.