Issue of equity, conversion of loan notes & TVR

Westminster Group Plc:

Issue of equity, conversion of loan note and Total Voting Rights

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, announces a subscription of £0.6m for new equity to support growth, and the reduction of loan notes pursuant to the conversion of loan notes by Darwin Capital Ltd ('Darwin') of £0.4m.

Subscription

To support the development of the Company, with a particular focus on investment in the Managed Services division, the Company has raised £0.6m (gross) of new monies. These have been subscribed for by an investor at a price of 11.625 pence per ordinary 10 pence share. This will result in the issue of 5,161,290 new ordinary 10 pence shares ('the Subscription Shares').

Conversion

The Company has received a notice of exercise by Darwin to convert £400,000 zero coupon senior unsecured convertible loan notes, as detailed in the announcement dated 22 November 2016, into equity at a price of 11.625 pence. This is at a premium to the price defined in the instrument and has been agreed by Darwin in support of the Company. This will result in the issue of 3,440,860 new ordinary 10 pence shares ('the Conversion Shares'). This means that the balance outstanding on this loan note is reduced to £500,000 with conversion remaining subject to certain limits on conversion volumes during the remainder of its term.

Application will be made for the Conversion 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 Conversion Shares will commence on or around 3 March 2017 ('Admission').

Total Voting Rights

In accordance with the Financial Conduct Authority's Disclosure and Transparency Rules, the Company hereby announces that following Admission of the Subscription Shares and the Placing Shares it will have 97,938,420 ordinary shares of 10p each in issue, none of which are held in treasury. Therefore, the total number of voting rights in the Company is 97,938,420.

The above figure of 97,938,420 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 FCA's Disclosure and Transparency Rules.

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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