Westminster Group PLC Result of Placing to raise GBP2.5m (3163C)

TIDMWSG

RNS Number : 3163C

Westminster Group PLC

18 June 2021

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 AMED (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.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE UK VERSION OF THE MARKET ABUSE REGULATION (EU NO. 596/2014) AS IT FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018.

18 June 2021

Westminster Group plc

("Westminster" or the "Company")

Result of Placing to raise GBP2.5m

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 yesterday, the Company has conditionally raised gross proceeds of GBP2.5 million by the placing of 43,859,649 Placing Shares, at a price of 5.7 pence per Placing Share (the "Issue Price"). The Placing was oversubscribed and led by strong institutional demand. The Placing is being carried out using the Company's existing shareholder authorities.

The Placing Shares will be issued credited as fully paid and will, on issue, rank pari passu in all respects with the existing issued Ordinary Shares, including the right to receive all dividends and other distributions thereafter declared, made or paid on the same.

The Placing was conducted through an accelerated bookbuild process undertaken by Arden Partners PLC ("Arden") acting as sole bookrunner and broker to the Company.

Peter Fowler, Westminster's Chief Executive Officer, commented:

"I am encouraged by signs travel restrictions may, at last, be beginning to ease in a number of regions and that some of our delayed projects are once again beginning to move forward. This has been amply demonstrated by two recent major long-term contract awards and advances in other near-term prospects.

"I am also encouraged by the strong institutional and shareholder support that has driven this fundraise at a premium to the mid-market price and I am pleased to welcome new institutional investment. I believe this fundraise further strengthens our ability to deliver on our growing pipeline of opportunities."

Admission and Total Voting Rights

Upon Admission, the Enlarged Share Capital and total voting rights will be 330,387,160 Ordinary Shares and the Placing Shares will represent approximately 13.3 per cent. of the Enlarged Share Capital. This figure may therefore be used by Shareholders 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 Enlarged Share Capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.

Application is being made for the 43,859,649 Placing Shares to be admitted to trading on AIM and it is anticipated that admission of the Placing Shares will occur at 8.00 a.m. on or around 23 June 2021.

Settlement timetable for Placees

   Trade Date:           18 June 2021 

Settlement Date: 23 June 2021

Capitalised terms not otherwise defined in this announcement shall have the same meaning ascribed to such terms in the announcement released yesterday 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 / Akhil Shah (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, as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018 ("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.

This Announcement does not constitute, or form part of, a prospectus relating to the Company, nor does it constitute or contain any invitation or offer to any person, or any public offer, to subscribe for, purchase or otherwise acquire any shares in the Company or advise persons to do so in any jurisdiction, nor shall it, or any part of it form the basis of or be relied on in connection with any contract or as an inducement to enter into any contract or commitment with the Company.

The content of this Announcement has not been approved by an authorised person within the meaning of FSMA. This Announcement has been issued by and is the sole responsibility of the Company. The information in this Announcement is subject to change.

Arden Partners PLC, which is a member of the London Stock Exchange, is authorised and regulated in the United Kingdom by the FCA and is acting as broker and bookrunner in connection with the Placing. Arden is acting exclusively for the Company in connection with the matters referred to in this Announcement and for no-one else and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing any advice in relation to the contents of this Announcement or any transaction, arrangement or matter referred to herein.

Strand Hanson, which is authorised and regulated by the FCA in the United Kingdom, is acting as Financial Adviser and Nominated Adviser to the Company in connection with the Placing. Strand Hanson has not authorised the contents of, or any part of, this Announcement, and no liability whatsoever is accepted by Strand Hanson for the accuracy of any information or opinions contained in this Announcement or for the omission of any material information. The responsibilities of Strand Hanson as the Company's Nominated Adviser under the AIM Rules for Companies and the AIM Rules for Nominated Advisers are owed solely to London Stock Exchange plc and are not owed to the Company or to any director or shareholder of the Company or any other person, in respect of its decision to acquire shares in the capital of the Company in reliance on any part of this Announcement, or otherwise.

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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June 18, 2021 02:00 ET (06:00 GMT)