TIDMWSG
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 GBP5.0m
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
GBP5.0 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 GBP0.3 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 Westminster@walbrookpr.com
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.
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END
IOEFSWSADESSEIE
(END) Dow Jones Newswires
December 03, 2020 03:59 ET (08:59 GMT)
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