Completion of Directors’ Subscription

Windar Photonics PLC

26 August 2026

 

26 August 2026

("Windar" or the "Company")

Completion of Directors' Subscription

and

New Admission Date

Windar Photonics plc (AIM: WPHO), a wind energy technology company specialising in LiDAR‑based wind measurement and turbine performance optimisation, is pleased to announce that, further to the announcement made at 3:21pm on 24 August 2026 and following the publication of its FY25 Accounts, the Company has raised gross proceeds of approximately £0.76 million pursuant to the Directors' Intended Participation through the issue of 15,284,334 new Ordinary Shares (the "Directors' Shares") at the Issue Price of 5 pence per Ordinary Share.

As a result of settlement mechanics, David Lis is unable settle his full proposed investment of £250k through the Directors' Intended Subscription. To accommodate David's full proposed investment amount, David has subscribed for 4,100,000 new Ordinary Shares through the Directors' Intended Subscription and 900,000 new Ordinary Shares through the Retail Offer. As a result, the Retail Offer is being upsized by £45k to accommodate this. Further details will be included in the closing of Retail Offer announcement expected at 7.00 a.m. tomorrow.

In order to accommodate further participation from interested investors in the Fundraise, Paul Hodges has reduced his proposed investment by approximately £56k. Accordingly, the Placing and Direct Subscription, as announced at 6:24pm on 24 August 2026, has increased to a total of £4.11 million through the issue of 82,215,666 New Ordinary Shares at the Issue Price.

Each Director Share will have one warrant attached, exercisable at 10 pence for a period of 3 years (the "Fundraising Warrants"). The Fundraising Warrants will not be admitted to trading on AIM.

David Lis (Non-Executive Chairman), Paul Hodges (Non-Executive Director), Gavin Manson (Non-Executive Director) and Andreas Berg Nielsen (Chief Executive Officer) have participated in the Fundraise by subscribing for, in aggregate, 15,284,334 New Ordinary Shares at the Issue Price.

It is important to note that the aggregate amount to be raised under the Fundraise is unchanged.

The table below summarises the participation of each of the above-mentioned Directors in the Fundraising and further details are set out at the end of this announcement.

Director	Existing beneficial shareholding	New Ordinary Shares subscribed for	Shareholding on Admission	Shareholding as a percentage of the enlarged share capital upon Admission2
David Lis	2,258,181	4,100,0001	6,358,181	3.25%
Paul Hodges	2,879,180	8,884,334	11,763,514	6.01%
Gavin Manson	531,743	2,000,000	2,531,743	1.29%
Andreas Berg Nielsen	99,019	300,000	399,019	0.20%

¹This figure does not include the 900,000 Ordinary Shares that David Lis will subscribe for pursuant to the Retail Offer.

² For the avoidance of doubt, this does not include any Ordinary Shares to be issued pursuant to the Retail Offer as announced at 7:00am on 25 August 2026

In addition, Tove Feld, whose appointment as a Non-Executive Director of the Company will become effective from Admission, has participated in the Fundraise by subscribing for 400,000 New Ordinary Shares at the Issue Price.

The table below summarises the participation of Tove Feld in the Fundraising and her resulting shareholding.

Proposed Director	Existing beneficial shareholding	New Ordinary Shares subscribed for	Shareholding on Admission	Shareholding as a percentage of the enlarged share capital upon Admission
Tove Feld	0	400,000	400,000	0.20%

New Admission Date

Application has been made to the London Stock Exchange for admission of the Directors' Shares together with the Placing Shares and the Direct Subscription Shares to trading on AIM ("Admission"). It is expected that Admission will become effective and dealings in the Directors' Shares will commence at 8:00 a.m. on or around 28 August 2026. The Directors' Shares will be issued fully paid and will rank pari passu in all respects with the Company's Existing Ordinary Shares.

Capitalised terms used but not otherwise defined in this announcement shall have the meanings ascribed to such terms in the announcement made at 3:21pm on 24 August 2026.

For further information, please contact:

Windar Photonics plc
Andreas Berg Nielsen, CEO Søren Belmar, CFO / COO	Via Novella Tel:  [phone]
Zeus (Nominated Adviser and Broker)
David Foreman / James Bavister	Tel: [phone]
Novella Communications
Tim Robertson / Oliver Norton	Tel: [phone]

NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM

	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	i.      David Lis ii.     Paul Hodges iii.    Gavin Manson iv.    Andreas Berg Nielsen
2	Reason for the notification
a)	Position/status	i.      Non-Executive Chairman ii.     Non-Executive Director iii.    Non-Executive Director iv.    Chief Executive Officer
b)	Initial notification /Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Windar Photonics PLC
b)	LEI	2138003JZZMKJGOOCR02
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Ordinary Shares of £0.01 each ISIN: GB00BTFR4F17
b)	Nature of the transaction	Subscription for new Ordinary Shares
c)	Price(s) and volume(s)	Price Volume i 5p 4,100,000 ii 5p 8,884,334 iii 5p 2,000,000 iv 5p 300,000
d)	Aggregated information - Aggregated volume - Price	15,284,334 Ordinary Shares £64,217
e)	Date of the transaction	26 August 2026
f)	Place of the transaction	London Stock Exchange, AIM

 

END