Last checked at 1 Jun 2018 13:03
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF EU REGULATION 596/2014
Westminster Group Plc
('Westminster', the 'Group' or the 'Company')
Grant of share options under the 2017 Share Option Scheme
Westminster Group Plc (AIM: WSG), a leading supplier of managed services and technology-based security solutions, announces that the Company has granted a total of 7,500,000 share options over ordinary shares of 10p each ("Ordinary Shares") in the Company at a price of 13 pence per Ordinary Share (being the closing middle market price of an Ordinary Share on 31 May 2018). The share options have been awarded under the Company's 2017 Share Option Scheme to the directors listed below and all UK based and key employees based overseas (together the "Share Options").
The Share Options can be exercised at any time from the first anniversary of the date of grant up to the tenth anniversary of that date. Save for a change of control in the Company, the Share Options will only vest if the Company's share price has reached 26 pence per Ordinary Share at any time, being twice the middle market price on the date of grant. No consideration was paid by the option holders in respect of the grant of their awards.
The Share Options have been granted to Directors of the Company as follows:
Peter Fowler (Chief Executive Officer)
On 1 June 2018, the Company granted options over 1,750,000 Ordinary Shares to Mr Peter Fowler. Mr Fowler now holds 1,750,000 options under the 2017 Share Option Scheme, and a further 781,250 options under the 2007 Share Option Scheme. Following this notification, Mr Fowler's total beneficial interest in 6,361,794 Ordinary Shares, representing 5.09% of the issued share capital of the Company, remains unchanged.
Martin Boden (Chief Financial Officer)
On 1 June 2018, the Company granted options over 1,250,000 Ordinary Shares to Mr Martin Boden. Mr Boden now holds 1,250,000 options under the 2017 Share Option Scheme. Following this notification, Mr Boden currently has no beneficial interest in the issued share capital of the Company.
Sir Tony Baldry (Chairman)
On 1 June 2018, the Company granted options over 750,000 Ordinary Shares to Sir Tony Baldry. Sir Tony now holds 750,000 options under the 2017 Share Option Scheme. Following this notification, Sir Tony currently has no beneficial interest in the issued share capital of the Company.
Stuart Fowler (Operations Director)
On 1 June 2018, the Company granted options over 750,000 Ordinary Shares to Mr Stuart Fowler. Mr Fowler now holds 750,000 options under the 2017 Share Option Scheme, and a further 640,000 options under the 2007 Share Option Scheme. Following this notification, Mr Fowler's total beneficial interest in 541,618 Ordinary Shares, representing 0.43% of the issued share capital of the Company, remains unchanged.
The remaining 3,000,000 options have been granted to all UK based employees and to key employees based overseas.
Related Party Transaction
Sir Tony Baldry, Peter Fowler, Martin Boden and Stuart Fowler as Directors of the Company and Roger Worrall, who is receiving 750,000 Share Options, as Company Secretary and a director of most of the Company's subsidiaries, are considered to be "related parties" as defined under the AIM Rules and accordingly, the issue of Share Options to them constitutes a related party transaction for the purposes of Rule 13 of the AIM Rules.
Joanna Fowler, Stuart Gilbert, Eve O'Hare, Russell Gainford, Laurence Summers and Musayeroh Barrie, who in aggregate are receiving 600,000 Share Options, as directors of subsidiary companies, are also considered to be "related parties" as defined under the AIM Rules and accordingly, the issue of Share Options to them constitutes a related party transaction for the purposes of Rule 13 of the AIM Rules.
Sir Malcolm Ross and James Sutcliffe, being the Directors independent of the issue of Share Options, consider, having consulted with SP Angel Corporate Finance LLP, the Company's nominated adviser, that the terms of the issue of Share Options to related parties as set out above are fair and reasonable insofar as the Company's shareholders are concerned.
Share Options in issue
Following the grant of the Share Options, there is a total of 11,143,000 director and employee share options outstanding, representing 8.9 per cent. of the current issued share capital of the Company.
The notification below, made in accordance with the requirements of the EU Market Abuse Regulation, provides further detail.
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them.
1. | Details of the person discharging managerial responsibilities / person closely associated | |
a) | Names | Peter Fowler, Chief Executive Officer Martin Boden, Chief Financial Officer Sir Tony Baldry, Executive Chairman Stuart Fowler, Operations Director Roger Worrall, Company Secretary |
2. | Reason for the Notification | |
a) | Position/status | See 1(a) above for positions - all classified as PDMRs of the Company |
b) | Initial notification/ Amendment | Initial Notification |
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |
a) | Name | Westminster Group Plc |
b) | LEI | 213800LU5SW6Q8RDVQ64
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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 | In each case, the grant of Options over Ordinary Shares on 1 June 2018 at an exercise price of 13p per Ordinary Share
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| Identification code | GB00B1XLC220 |
b) | Nature of the transaction | Grant of Options over Ordinary Shares
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c) | Price(s) and volume(s) | Price: n/a Volumes: Peter Fowler - 1,750,000 Options Martin Boden - 1,250,000 Options
Sir Tony Baldry - 750,000 Options
Stuart Fowler - 750,000 Options
Roger Worrall - 750,000 Options |
d) | Aggregated information: · Aggregated volume · Price | n/a |
e) | Date of the transaction | 1 June 2018 |
f) | Place of the transaction | Outside a trading venue |
Award of share options to Directors of subsidiary companies
Name | Company | Number of Options Awarded |
Joanna Fowler | Westminster Aviation Security Services Ltd | 100,000 |
Stuart Gilbert | Westminster International Ltd | 100,000 |
Eve O'Hare | Westminster International Ltd | 100,000 |
Russell Gainford | Westminster International Ltd | 100,000 |
Laurence Summers | Westminster International Ltd | 100,000 |
Musayeroh Barrie | Westminster Sierra Leone Ltd | 100,000 |
Total award |
| 600,000 |
For further information, please contact:
Westminster Group Plc | Media enquiries via Walbrook PR |
Rt. Hon. Sir Tony Baldry - Chairman |
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Peter Fowler - Chief Executive Officer |
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Martin Boden - Chief Financial Officer |
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S. P. Angel Corporate Finance LLP (NOMAD & Joint Broker)
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Stuart Gledhill | 020 3470 0470 |
Lindsay Mair |
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Caroline Rowe |
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Walbrook (Investor Relations) |
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Tom Cooper | 020 7933 8780 |
Paul Vann | 0797 122 1972 |
| tom.cooper@walbrookpr.com |
Notes:
Westminster Group plc is a specialist security and services group operating worldwide through an international network of agents and offices in over 50 countries.
Westminster's principal activity is the design, supply and on-going support of advanced technology security solutions, encompassing a wide range of surveillance, detection, tracking and interception technologies and the provision of long-term managed services contracts such as the management and running of complete security services and solutions in airports, ports and other such facilities together with the provision of manpower, consultancy and training services. The majority of its customer base, by value, comprises governments and government agencies, non-governmental organisations (NGO's) and blue chip commercial organisations.