Result of Placing raising £5.0m & Notice of GM

RNS Number : 4229H

Westminster Group PLC

03 December 2020

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN (THIS "ANNOUNCEMENT") IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, NEW ZEALAND OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL ("RESTRICTED JURISDICTION"). THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES. THE SECURITIES DISCUSSED HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "US SECURITIES ACT") AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATION UNDER THE US SECURITIES ACT. NO PUBLIC OFFERING OF THE SECURITIES DISCUSSED HEREIN IS BEING MADE IN THE UNITED STATES AND THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFERING OF SECURITIES FOR SALE IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR NEW ZEALAND.

FURTHER, THIS ANNOUNCEMENT IS MADE FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR SOLICITATION TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE SHARES IN WESTMINSTER GROUP PLC IN ANY JURISDICTION IN WHICH ANY SUCH, OFFER OR SOLICITATION WOULD BE UNLAWFUL.

 3 December 2020

Westminster Group plc

("Westminster" or the "Company")

Result of oversubscribed Placing raising £5.0m

and

Notice of General Meeting

Westminster Group plc (AIM: WSG), a leading supplier of managed services and technology-based security solutions worldwide, is pleased to announce that, further to the announcement made earlier today, the Company has conditionally raised gross proceeds of £5.0 million by placing 125,000,000 Placing Shares, together with attached Placing Warrants, at a price of 4 pence per New Ordinary Share (the "Issue Price") with new institutional, other and existing investors. 

The Placing is conditional, inter alia, upon the passing of the Resolutions at the General Meeting and upon Admission becoming effective.

Peter Fowler, Westminster's Chief Executive Officer, commented: "We have spent a number of years investing in our business, building our global presence and developing an impressive pipeline of large-scale opportunities, each of which, if secured, would lead to multi-million GBP step changes in growth. Accordingly, the Board and I believe we are now at an inflection point in our growth trajectory.

"This investment will assist us in delivering on this substantial growth potential and put the Company in a stronger position for the next stage of its development by providing working capital to support the growth and delivery of the pipeline of near-term potential major projects, together with recently secured contracts, whilst also strengthening its balance sheet by the removal of debt, saving some £0.3 million in annual interest and fees.

"It is encouraging to see a number of new and institutional investors supporting this placing and being supportive of our longer-term growth strategy, particularly as the placing was oversubscribed."

General Meeting and Admission

A Circular to Shareholders is expected to be posted shortly, including details of the General Meeting and the Resolutions and will be available on the Company's website, www.wsg-corporate.com/investor-relations/publications .  

The General Meeting will be held at 8.00 a.m. on 21 December 2020 at Blacklocks Hill, Banbury Lane, Banbury, Oxfordshire, OX17 2BS . In light of the current Covid-19 situation, the General Meeting will be held as a closed meeting.

The Board unanimously recommends that Shareholders vote in favour of the Resolutions to be proposed at the General Meeting, as those Directors who hold Existing Ordinary Shares have irrevocably undertaken to do or procure, as appropriate, in respect of their direct and beneficial shareholdings which total 7,659,412 Existing Ordinary Shares representing approximately 4.7 per cent. of the Existing Ordinary Shares. The Company has also received further irrevocable commitments from certain Shareholders to vote in favour of the Resolutions in respect of 7,162,186 Existing Ordinary Shares. In total, the Company therefore has received irrevocable commitments to vote in favour of the Resolutions in respect of 14,821,598 Existing Ordinary Shares, representing approximately 9.2 per cent. of the total voting rights of the Company.  

Admission and Total Voting Rights

Upon Admission, the Enlarged Share Capital and total voting rights is expected to be 286,527,511 New Ordinary Shares. On this basis, the Placing Shares will represent approximately 44 per cent. of the Company's Enlarged Share Capital.

Application will be made for the 125,000,000 Placing Shares and the 161,527,511 New Ordinary Shares arising from the Share Capital Reorganisation to be admitted to trading on AIM. Subject to the Resolutions having been passed and the Placing Agreement not having been terminated in accordance with its terms, it is anticipated that admission of the Placing Shares and the New Ordinary Shares arising from the Share Capital Reorganisation will occur at 8.00 a.m. on or around 22 December 2020.

Capitalised terms not otherwise defined in this announcement shall have the same meaning ascribed to such terms in the announcement released at 7.01 a.m. today unless the context requires otherwise.

For further information please contact:

Westminster Group Plc	Media enquiries via Walbrook PR
Rt. Hon. Sir Tony Baldry - Chairman
Peter Fowler - Chief Executive Officer
Mark Hughes - Chief Financial Officer
Strand Hanson Limited (Financial & Nominated Adviser)
James Harris	020 7409 3494
Ritchie Balmer Rob Patrick
Arden Partners plc (Broker)
Richard Johnson (Corporate)	020 7614 5900
Tim Dainton/Simon Johnson (Broking)
Walbrook (Investor Relations)
Tom Cooper	020 7933 8780
Paul Vann
Nick Rome	[e-mail]

This Announcement contains inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 ("MAR"). Prior to publication, certain information contained within this Announcement was deemed to constitute inside information for the purposes of Article 7 of 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. Due to the publication of this Announcement, 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.

Notes:

Westminster Group plc is a specialist security and services group operating worldwide via an extensive international network of agents and offices in over 50 countries.

Westminster 's principal activity is the design, supply and ongoing support of advanced technology security solutions, encompassing a wide range of surveillance, detection (including Fever 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.

The Westminster Group Foundation was formed in 2014 as an initiative of Westminster Group plc. during the West African Ebola Crisis.

The Foundation's goal is to support the communities in which the Group operates by working with local partners and other established charities to provide goods or services for the relief of poverty and the advancement of education and healthcare particularly in the developing world.

The Westminster Group Foundation is a Charitable Incorporated Organisation, CIO, registered with the Charities Commission number 1158653.

 

END

 

 

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