Westminster Group Regulatory News (WSG)

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF EU REGULATION 956/2014

For immediate release

18 April 2017

Westminster Group Plc

Placing, Appointment of Joint Broker, Final Conversion of Darwin Convertible Loan Notes and Corporate Update

Westminster Group Plc ('Westminster' or the 'Company'), the AIM listed supplier of managed services and technology based security solutions to governments and government agencies, non-governmental organisations (NGO's) and blue chip commercial organisations worldwide, is pleased to announce a placing ('Placing') of 10,000,000 new ordinary shares of 10p each ('Ordinary Shares') at 10p per Ordinary Share to raise £1million before expenses and the conversion of the balance of the Convertible Loan Notes issued to Darwin Capital Limited ('Darwin') eliminating the facility.

Placing

To support the development of the Company, with a particular focus on investment in its Managed Services division, the Company has raised £1million before expenses by means of an oversubscribed Placing undertaken by Beaufort Securities Limited ("Beaufort"). The Placing will result in the issue of 10,000,000 new Ordinary shares ('Placing Shares') at a price of 10p per Placing Share.

The Placing is conditional upon admission of the Placing Shares to trading on AIM becoming effective and the placing agreement between the Company and Beaufort not being terminated in accordance with its terms.

Appointment of Broker

With immediate effect, following successful completion of the Placing, the Company has appointed Beaufort Securities Limited as Joint Broker to the Company and has agreed to issue, conditional on admission of the Placing Shares, 500,000 warrants exercisable at 10p per share and a life of 5 years from admission of the Placing Shares. In addition, Beaufort has elected to receive new Ordinary Shares and warrants to subscribe for Ordinary Shares in satisfaction of their first year's fee. Consequently, the Company has issued, conditional on admission thereof, 250,000 new Ordinary Shares to Beaufort (the 'Beaufort Shares') and the Company has today also granted 100,000 warrants which have an exercise price of 25p per Ordinary Share and a life of 5 years.

Final Conversion of Darwin Convertible Loan Notes

The Company has received a notice of exercise by Darwin to convert the final £500,000 zero coupon senior unsecured convertible loan notes ('Convertible Loan Notes'), as detailed in the announcement dated 22 November 2016, into Ordinary Shares at a price of 10p per share. This is at a premium to the price specified in the Loan Note Instrument. This will result in the issue of 5,000,000 new Ordinary Shares ('the Conversion Shares'). This conversion will eliminate the balance of the Convertible Loan Notes issued to Darwin.

As one of the conditions of the Placing, the Company has agreed that during the next six months no member of its group shall enter into any convertible loan note or any analogous or similar financing arrangements.

Corporate Update

The Company is pleased to report that the significant 15 year airport security opportunity in the Middle East with revenue potential of £35m per annum has made significant progress recently.

Whilst there is never any certainty of the outcome or timing of such prospects, several key infrastructure milestones in this large and complex deal have either been achieved or are close to achievement. The British government remains highly supportive and the Company are engaged in discussions at a ministerial level. 

Recent events regarding airport security have added impetus to the customer. The transaction is now expected to cover a wider range of airports in addition to the main international airport. Furthermore, in the event that the contract is finalised, which at this juncture is not guaranteed, it is expected to include a wider range of adjacent services which could further increase revenue potential and a significant amount of recent activity has centred on the associated supply chain.

Total Voting Rights

In accordance with the Financial Conduct Authority's Disclosure and Transparency Rules ('DTRs'), the Company hereby announces that following Admission of the Placing Shares, the Beaufort Shares and the Conversion Shares (together the 'New Shares') it will have 113,243,420ordinary shares of 10p each in issue, none of which are held in treasury. Therefore, the total number of voting rights in the Company is 113,243,420.

The above figure of 113,243,420 may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the DTRs.

Application will be made for the New Shares, which will rank pari passu with the Company's existing issued Ordinary Shares, to be admitted to trading on AIM. It is expected that admission will become effective and that trading in the New Shares will commence on or around 2 May 2017 ('Admission').

This Announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014 ("MAR"). In addition, market soundings (as defined in MAR) were taken in respect of the Placing with the result that certain persons became aware of inside information (as defined in MAR), as permitted by MAR. This inside information is set out in this Announcement. Therefore, those persons that received inside information in a market sounding are no longer in possession of such inside information relating to the Company and its securities.

For further information please contact:

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, 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 ferry services, 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. For further information please visit www.wsg-corporate.com

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.