Last checked at 26 Feb 2009 07:00
26th February 2009
Westminster Group Plc:
Acquisition of Longmoor Services Ltd
For up to £2.4 million
Westminster Group Plc ('Westminster' or 'the Group'), the AIM listed supplier of system solutions and products to the security, defence, fire protection and safety markets worldwide, announces that it has acquired the entire issued share capital of the risk management, close protection and security services organisation Longmoor Services Ltd ("Longmoor"), for up to £2.4 million to be satisfied by the issue of new Westminster shares.
The initial consideration of £389,210 will be satisfied by the issue of 894,735 Ordinary Westminster shares at 43.5p on the date of completion.
Two further performance based payments will be made, calculated on 50% of net profit in each of the two years following completion, up to a maximum aggregate additional payment of £2 million. The sellers may elect to receive such payments in cash or in new Ordinary Westminster shares (to be calculated on the average closing mid-market price of the Westminster shares over the 5 business days preceding the issue of such shares).
Founded in 2005, Longmoor operates from headquarters in London and satellite offices in the Netherlands, South Africa, Brazil and Malaysia. Longmoor is an expert international and homeland security consultancy and training organisation, comprising four business divisions - Training, Security & Protection, Risk Management and Special Projects. Each area focuses on a different aspect of security enabling it to provide a complete security solution. It has quickly become recognised as a leading provider of quality security personnel and corporate security solutions worldwide, with a high profile customer base which includes the BBC, former UN Secretary General Kofi Annan, former US Vice President Al Gore and Save The Children. All consultants, operators and trainers have served with the British Army's Royal Military Police, UK Special Forces or the UK Police Force. Longmoor's operatives all hold British Home Office or British Armed Forces qualifications in their specialist fields.
Longmoor presents opportunities for cross selling its skills and services into Westminster's existing customer base and through Westminster's network of 71 worldwide agents based in 47 countries. The net liabilities of Longmoor at 31 January 2009 were £186,788. The loss for the nine months to 31 January 2009 was £170,965.
After the acquisition, the executive directors of Longmoor will remain on its Board, to be joined by directors of Westminster. The Rt. Hon. Sir John Wheeler, DL, has agreed to remain as the Chairman of the Board of Longmoor.
Commenting on the acquisition Peter Fowler, Chief Executive of Westminster Group, said:
"I am delighted to welcome Longmoor into the Westminster Group. I believe the company is at an exciting stage with tremendous growth prospects and that its specialist skills and international outlook are an excellent fit for our international business.
"I have been impressed by the quality of Longmoor's operations, client base and senior executive team, all of whom will remain with the business. Their training, risk management & specialist protection services are a perfect complement to Westminster's existing range of services and offer significant opportunities to the enlarged group through cross selling activity".
The Rt. Hon. Sir John Wheeler, DL, Chairman of Longmoor, added:
"This deal gives Longmoor an excellent opportunity for accelerated growth through Westminster's existing client base, network of agents and international reputation. The market for 'close protection' services has grown significantly as a result of recent global unrest. We are confident that we can take advantage of this opportunity with the support of Westminster. We look forward to working with Peter and his team."
Enquiries:
Peter Fowler 01295 756 300
Chief Executive - Westminster Group Plc
Nicholas Mearing-Smith 01295 756 300
Finance Director - Westminster Group Plc
Clive Carver 020 7600 1658
FinnCap
Tom Cooper/Paul Vann 0117 920 0092
Winningtons Financial
Notes:
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. 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.