ISSUE OF EQUITY, DIRECTORS' DEALING AND TRADING UPDATE
The Board of Westminster Group plc ("Westminster" or the "Company") announces that, on 25 July 2011 it issued and allotted 5,375,004 new ordinary shares of 10p each ("New Ordinary Shares") (representing approximately 18.1 per cent. of the enlarged issued share capital of the Company) at a price of 12p per share (the "Placing Price"), to directors and certain existing shareholders raising £645,000 (before expenses) pursuant to a placing. The net placing proceeds will be used for additional working capital purposes.
The gross proceeds of the Placing amount to £645,000 and the net proceeds of the Placing amount to approximately £610,000. The New Ordinary Shares under the Placing are being placed under existing authorities to issue and allot shares in the Company. Application has been made to London Stock Exchange plc (the "Exchange") in relation to admission of these New Ordinary Shares to AIM and it is expected that dealings will commence on or around 29 July 2011 ("Admission").
Following the Placing, the enlarged issued share capital of the Company on Admission will be 29,630,758 ordinary shares.
In connection with the Placing, the following directors' interests have changed as a result of placing participation, details of which are set out below:
Number of existing Westminster shares held
Number of Westminster shares issued and allotted pursuant to the placing at the Placing Price
Number of Westminster shares held on Admission
Percentage of Westminster shares held on Admission
Sir Malcolm Ross
Sir Michael Pakenham
Peter Fowler, is a director of the Company, and also a Substantial Shareholder (as defined by the AIM Rules) for the purposes of this transaction. The subscription for £10,000 of ordinary shares in the Placing by Mr Fowler is therefore deemed a Related Party Transaction as defined in the AIM Rules for Companies.
Where a company whose shares are listed on AIM enters into a Related Party Transaction, AIM Rule 13 requires the directors of that company to consider, having consulted with that company's nominated adviser, that the terms are fair and reasonable insofar as shareholders are concerned.
The non participating directors consider, having consulted with Zeus Capital Limited, the Company's Nominated Adviser, that the terms of the Related Party Transaction with Mr Fowler are fair and reasonable insofar as the Company's shareholders are concerned.
NOTICE OF HALF-YEARLY RESULTS
The Directors announce that the Company's half-yearly results for the six months ended 30 June 2011 will be announced on Friday, 30 September 2011 in accordance with AIM Rule 18.
The Board has made good progress improving sales levels and reducing costs, however, in June the Company announced that the deployment of a large contract was delayed until the second half of the year. The Board is encouraged by the improved order book received in the 6 months to 30 June 2011 of £12.4m (2010: £1.1m). This represents the highest order book achieved yet by the Company. We expect this order flow to contribute to revenues in the second half of 2011 as we deliver to customers.
The Directors believe that the £605,000 net raised pursuant to the Placing will be sufficient for the Company's working capital requirements for a period of 12 months immediately following Admission. Unaudited cash book balances at 30 June 2011 were approximately £0.4m and, and the Company continues to carefully manage its cash resources whilst these orders begin to contribute to operating cash flows.
Furthermore, the Board has commenced discussions with potential major investors who are interested in possible partnerships or strategic investments in the Company to assist with the Company's expansion plans. The Board will keep shareholders informed as appropriate.
For further information please see the Company's web site, www.wg-plc.com, or contact:
Westminster Group plc
Tel: 01295 756 300
Peter Fowler (Chief Executive)
Zeus Capital Limited (NOMAD)
Tel: 0161 831 1512
Ross Andrews / Nick Cowles
XCAP Securities PLC (Broker)
Tel: 020 7101 7070
John Grant / Karen Kelly
Winningtons Financial (Financial PR)
Tel: 020 3176 4722
Tom Cooper/Paul Vann
Westminster Group plc is a leader in the supply of system solutions and products to the security, defence, fire protection and safety markets worldwide.
Westminster's principal activity is the design, supply and ongoing support of advanced technology security solutions, risk assessments and close protection services. These can range from product only assignments, such as the supply of specialised scanners, to the design and implementation of an integrated system solution such as a border detection and surveillance system. The majority of its customer base, by value, comprises governments and government agencies, non governmental organisations and blue chip commercial organisations.
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