Director/PDMR Shareholding
Windar Photonics PLC has cancelled 2,554,191 previous share options granted to its CEO, Andreas Berg Nielsen, at an exercise price of 27.25 pence, and has granted him 13,779,310 new options at an exercise price of 5 pence per share. This action, considered a related party transaction, was taken because the previous options were no longer effective incentives given the current share price and the company's recent fundraising at 5 pence per share. The new options are structured to have the same aggregate exercise value multiple of the CEO's salary as the previous ones, with an effective grant date of June 1, 2026, and will vest in full on June 1, 2029.
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Windar Photonics plc (AIM: WPHO), the wind energy technology company specialising in LiDAR-based wind measurement and turbine performance optimisation, announces the adoption of a new share option plan (the “Plan”), the cancellation of options previously granted to Andreas Berg Nielsen, Chief Executive Officer, and the grant of new options to him under the Plan (together, the “Proposals”). As Andreas is a Director of the Company, the grant and cancellation of options described below constitute a related party transaction under AIM Rule 13.
Background
Andreas was appointed Chief Executive Officer effective 1 June 2026 and shortly afterwards, was granted options over 2,554,191 Ordinary Shares (the “Previous Options”) at an exercise price of 27.25 pence per share, as announced on 3 July 2026.
On 17 June 2026, the Company announced certain potential accounting irregularities had been identified and the shares of the Company were subsequently suspended. This culminated in a forensic investigation and equity fundraising at 5 pence per Ordinary Share. The Remuneration Committee has concluded that the Previous Options, which carry an exercise price significantly above the current share price, no longer provide an effective retention or incentivisation instrument for the Chief Executive Officer. Accordingly, the Board has resolved to cancel the Previous Options and to grant new options to the Chief Executive Officer under the Plan (the “New Options”), calibrated to the Company's current share price and enlarged share capital.
Cancellation and Grant of Options
On 14 September 2026, the Company cancelled the Previous Options in their entirety, and the Chief Executive Officer agreed to their cancellation with immediate effect. On the same date, the Company granted the New Options to the Chief Executive Officer under the Plan.
The New Options are over 13,779,310 Ordinary Shares, at an exercise price of 5 pence per share, being the issue price at which the Company's recent fundraising was undertaken. The number of New Options has been calculated so that their aggregate exercise value carries the same multiple of annual base salary (translated from Danish Kroner into Sterling at the prevailing exchange rate as at the date of formal grant), that applied to the grant of the Previous Options.
For the purposes of determining vesting, the holding period and the application of malus and clawback provisions, the effective grant date of the New Options is treated as 1 June 2026, such that the New Options will vest in full on 1 June 2029, subject to a holding period under which the New Options will be released, and become exercisable, on the fourth, fifth and sixth anniversaries of grant in equal tranches.
Details of the New Options granted and the Previous Options cancelled are set out below:
| Director | Number of New Options granted | Exercise price of New Options granted | Number of Previous Options cancelled | Total number of options held following the grant and cancellation of options |
|---|---|---|---|---|
| Andreas Berg Nielsen, CEO | 13,779,310 | 5p | 2,554,191 (at 27.25p) | 13,779,310 |
Related Party Transaction
As Andreas Berg Nielsen is a Director of the Company, the grant of the New Options and the cancellation of the Previous Options constitute a related party transaction for the purposes of AIM Rule 13. The independent Directors of the Company, being David Lis, Gavin Manson, Paul Hodges and Tove Feld, consider that the terms of the Proposals are fair and reasonable insofar as the Company's shareholders are concerned.
| a) | Name | Windar Photonics plc |
| b) | LEI | 2138003JZZMKJGOOCR02 |
| a) | Description of the financial instrument, type of instrument Identification code | Options over ordinary shares of 1 penny each ISIN: GB00BTFR4F17 |
| b) | Nature of the transaction | Grant and cancellation of options |
| c) | Price(s) and volume(s) | Price(s) Volume(s) Nil (granted) Nil (cancelled) 13,779,310 (granted) 2,554,191 (cancelled) |
| d) | Aggregated information - Aggregated volume - Price | |
| e) | Date of the transaction | [14] September 2026 |
| f) | Place of the transaction | Outside a trading venue |
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.