Westminster Group PLC Grant of share options (6016M)

TIDMWSG

RNS Number : 6016M

Westminster Group PLC

13 January 2023

Westminster Group Plc

("Westminster", the "Group" or the "Company")

Grant of share options under the 2017 Share Option Scheme

Westminster Group Plc (AIM: WSG), a leading supplier of managed services and technology-based security solutions, announces that the Company has granted a total of 16,700,000 share options over ordinary shares of 0.1p each ("Ordinary Shares") in the Company with an exercise price of 1.95p pence per Ordinary Share (being the closing middle market price of an Ordinary Share on 12 January 2023). The new share options have been awarded under the Company's 2017 Share Option Scheme to the Directors listed below, plus certain UK based and overseas employees (together, the "Share Options").

Each award (regardless of whether granted as an Enterprise Management Incentive (EMI) award or a non-tax advantaged 'unapproved' award) will, save for a change of control in the Company, ordinarily become exercisable on the second anniversary of grant, subject to satisfaction of the vesting conditions and the grantee's continued service with the Company, and will be exercisable at any point up until the tenth anniversary of the date of grant.

Vesting is subject to the Company's share price being at 5p or above at close of business on any five consecutive trading days after the date of grant, which represents over 250% of the exercise price.

The Company has not awarded any standard annual option grants to Directors, PDMRs or employees since 2018. Furthermore, Sir Tony Baldry, Peter Fowler, Mark Hughes, Stuart Fowler and Roger Worrall have by mutual consent with the Company waived their rights to all outstanding option awards granted in 2014 and 2018 totalling 6,781,250 options, and these share options are now treated as lapsed.

The Share Options have been granted to Directors of the Company as follows:

 
 Name             Position            Type of              No. of       Exercise   Date of vesting 
                                       option award     Share Options     Price 
                                                           awarded 
 Sir Tony                                                                          13 January 
  Baldry          Chairman            Unapproved       1,500,000        1.95p       2025 
                 ------------------  ---------------  ---------------  ---------  ---------------- 
                                      EMI - Tax                                    13 January 
 Peter Fowler     CEO                  approved        3,500,000        1.95p       2025 
                 ------------------  ---------------  ---------------  ---------  ---------------- 
                                      EMI - Tax                                    13 January 
 Mark Hughes      CFO                  approved        1,500,000        1.95p       2025 
                 ------------------  ---------------  ---------------  ---------  ---------------- 
                  Group Operations    EMI - Tax                                    13 January 
 Stuart Fowler     Director            approved        1,500,000        1.95p       2025 
                 ------------------  ---------------  ---------------  ---------  ---------------- 
                  Non-executive                                                    13 January 
 Mawuli Ababio     director           Unapproved       250,000          1.95p       2025 
                 ------------------  ---------------  ---------------  ---------  ---------------- 
                  Non-executive                                                    13 January 
 Simon Barrell     director           Unapproved       250,000          1.95p       2025 
                 ------------------  ---------------  ---------------  ---------  ---------------- 
                  Non-executive                                                    13 January 
 Graham Binns      director           Unapproved       250,000          1.95p       2025 
                 ------------------  ---------------  ---------------  ---------  ---------------- 
 

The remaining 7,950,000 Share Options have been granted to 47 employees, both UK and overseas based.

Share Options in issue

Following the grant of the Share Options, and lapsing of options detailed further above, there is a total of 18,611,250 director and employee share options outstanding, representing approximately 5.6% of the current issued share capital of the Company.

The notification below, made in accordance with the requirements of the Market Abuse Regulation, provides further detail.

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them.

 
        Details of the person discharging managerial responsibilities 
   1.    / person closely associated 
 a)     Names                             Sir Tony Baldry, Executive Chairman 
                                           Peter Fowler, Chief Executive Officer 
                                           Mark Hughes, Chief Financial Officer 
                                           Stuart Fowler, Operations Director 
                                           Mawuli Ababio, Director 
                                           Simon Barrell, Director 
                                           Graham Binns, Director 
                                           Roger Worrall, Company Secretary 
                                           (PDMR) 
                                           Patricia Fowler, employee and PCA 
                                           with Peter Fowler 
                                           Heidi Fowler, employee and PCA with 
                                           Stuart Fowler 
       --------------------------------  ------------------------------------------ 
 2.     Reason for the Notification 
       ---------------------------------------------------------------------------- 
 a)     Position/status                   See 1(a) above for positions - classified 
                                           as PDMRs of the Company or PCAs 
       --------------------------------  ------------------------------------------ 
 b)     Initial notification/ Amendment   Initial Notification 
       --------------------------------  ------------------------------------------ 
 3.     Details of the issuer, emission allowance market participant, 
         auction platform, auctioneer or auction monitor 
       ---------------------------------------------------------------------------- 
 a)     Name                              Westminster Group Plc 
       --------------------------------  ------------------------------------------ 
 b)     LEI                               213800LU5SW6Q8RDVQ64 
       --------------------------------  ------------------------------------------ 
 4.     Details of the transaction(s): section to be repeated for (i) 
         each type of instrument; (ii) each type of transaction; (iii) 
         each date; and (iv) each place where transactions have been 
         conducted 
       ---------------------------------------------------------------------------- 
 a)     Description of the Financial      Options over Ordinary Shares 
         instrument, type of instrument 
       --------------------------------  ------------------------------------------ 
        Identification code               GB00B1XLC220 
       --------------------------------  ------------------------------------------ 
 b)     Nature of the transaction         Grant of Options 
       --------------------------------  ------------------------------------------ 
 c)     Price(s) and volume(s)            Price: n/a 
                                           Volumes: 
                                           Sir Tony Baldry, 1,500,000 Options 
                                           Peter Fowler, 3,500,000 Options 
                                           Mark Hughes, 1,500,000 Options 
                                           Stuart Fowler, 1,500,000 Options 
                                           Mawuli Ababio, 250,000 Options 
                                           Simon Barrell, 250,000 Options 
                                           Graham Binns, 250,000 Options 
                                           Roger Worrall, 1,500,000 Options 
                                           Patricia Fowler, 200,000 Options 
                                           Heidi Fowler, 200,000 Options 
       --------------------------------  ------------------------------------------ 
 d)     Aggregated information: 
         -- Aggregated volume 
         -- Price                           Volume: 10,650,000 
                                            Price: n/a 
       --------------------------------  ------------------------------------------ 
 e)     Date of the transaction 
                                            13 January 2023 
       --------------------------------  ------------------------------------------ 
 f)     Place of the transaction 
                                            Outside a trading venue 
       --------------------------------  ------------------------------------------ 
 

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 
 Richard Johnson 
 
 Arden Partners plc (Broker) 
 Ruari McGirr (Corporate) 
 Tim Dainton/Simon Johnson (Broking)       020 7614 5900 
 
Walbrook (Investor Relations) 
Tom Cooper                               020 7933 8780 
Paul Vann 
Nick Rome                                [e-mail] 
 

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, 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 is part of the Group's Corporate Social Responsibility activities. www.wg-foundation.org

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.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN ARTICLE 7 OF THE MARKET ABUSE REGULATION NO. 596/2014 ("MAR") WHICH IS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [e-mail] or visit www.rns.com.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.

END

DSHEANFAFFPDEFA

(END) Dow Jones Newswires

January 13, 2023 02:00 ET (07:00 GMT)