Issue of Equity to Institutional Investors & TVR

RNS Number : 2153A

Westminster Group PLC

03 June 2016

 

Westminster Group Plc:

Institutional Investors Subscribe for £1.3m in New Equity, Cancellation of Capital Reconstruction

 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, is pleased to announce the issue of 13,000,000 ordinary shares of 10p each in the share capital of the Company ("Ordinary Shares") at 10p per Ordinary Share ("Placing and Subscription Shares").

Placing

10,000,000 Ordinary Shares will be issued to Hargreave Hale, pursuant to a placing through SP Angel Corporate Finance LLP ("Placing Shares"), and for every two Placing Shares, Hargreave Hale will also receive one detachable warrant over Ordinary Shares ("Warrant") valid for 3 years from the date of issue, exercisable at 12p per Ordinary Share.  The Warrants will be issued now but may not be exercised until the relevant authorities have been granted at the Company's upcoming AGM.

The Placing Shares are to be issued in two tranches, the second of which is conditional, inter alia, on the approval of Westminster shareholders:

·     First Tranche

A first tranche of 6,885,895 new Ordinary Shares (the "First Tranche Shares") will be issued immediately following settlement on or by 9 June 2016, raising £688,589 before expenses.

·     Second Tranche

A second tranche of 3,114,105 new Ordinary Shares (the "Second Tranche Shares") will be issued on or around 1 July 2016, subject to, inter alia , the receipt of shareholder approval of the necessary resolutions at the Annual General Meeting to enable the issue of the Second Tranche Shares.

Subscription

Another institutional investor has subscribed for 3,000,000 New Shares ("Subscription") but will not receive any Warrants. These shares will be issued alongside the First Tranche of Placing Shares.

Westminster has announced a number of long term large scale opportunities for Managed Services aviation security contracts and currently has seven opportunities under signed Memorandums of Understanding, one of which has now progressed to Letter of Intent stage with a potential for generating revenue of £30m+ revenue per annum. The cash raised will be to help enable the Company to advance these prospects and be used for general corporate purposes.

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 Subscription Shares and the first tranche of Placing Shares will commence on or around 9 June 2016 ('Admission').

Annual General Meeting

The Company's AGM will be held at the offices of Moore Stephens, 150 Aldersgate, London, EC1A 4AB at 11am on 30 June 2016. The notice of meeting will be sent out on 6 June 2016. Resolutions to be put to the AGM will include the extension of authorities to enable the Company to issue the second tranche of Placing Shares.

Capital Reconstruction

In view of recent events and the fundraising above, the contemplated capital reconstruction announced on 12 May 2016 is currently no longer considered necessary and will not be pursued.

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 First Tranche Placing Shares, it will have 80,000,000 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 80,000,000.

The above figure of 80,000,000 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.

Commenting on the Placing and Subscription, Ian Selby, CFO at Westminster, said:

"We are pleased to have the support of institutional investors and I am delighted that Hargrave Hale have substantially increased their investment in Westminster to support the major growth opportunities we have in our managed services business. Any one of these major opportunities could be transformational for the Group. We are currently undertaking our strategic review and we look to this, combined with the support of new investment, to deliver value against a compelling market backdrop for our services for all shareholders."

For further information please contact:

Westminster Group plc.	Tel: [phone]
Peter Fowler (Chief Executive)
Ian Selby (Chief Financial Officer)
S. P. Angel Corporate Finance LLP (NOMAD + Broker)	Tel: [phone]
Stuart Gledhill
Walbrook PR (Financial PR)	Tel: [phone]
Tom Cooper/Paul Vann	0797 122 1972
	[e-mail]

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  

 

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