Westminster Group PLC Issue of Debt (7659P)
22 November 2016 - 6:01PM
UK Regulatory
TIDMWSG
RNS Number : 7659P
Westminster Group PLC
22 November 2016
Westminster Group Plc:
Issue of Convertible Unsecured Loan Notes
Westminster Group Plc ('Westminster', the 'Group' 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 that it
has signed agreements for the issuance of GBP1.2m of Convertible
Unsecured Loan Notes ("CULN" or the "Loan Notes") to support
expansion programs with additional financial resources.
Background to the Issue
The Company has previously announced it is in advanced
discussions regarding a large scale long term Middle East airport
security project which had expanded with a substantial incremental
requirement being negotiated as a separate contract. The Company
also recently announced that it was progressing another large scale
airport security project in Asia for which it secured a Memorandum
of Understanding in February 2015. Both these projects continue to
progress well. The Company expects to make further announcements on
these two opportunities in due course.
The size and complexity of these projects, the Middle East
airport project in particular, has necessitated extensive pre
contract expenditure around professional and preparation costs
including the establishment of an office in mainland Europe. The
proceeds of the CULN issue are to support working capital
requirements around this, the anticipated initial post contract
spend as well as for general corporate purposes. The Company,
supported by its institutional investors, has determined that
funding by way of loan notes at this time is the most beneficial
and potentially less dilutive means of financing such
expenditure.
Details of the Loan Notes
The Loan Notes have been issued to Darwin Capital Limited
("Darwin"). The CULN is unsecured, has a zero coupon attached and
will be divided into 48 individual notes with a par value of
GBP25,000 each ("Par Value").
For each GBP25,000 loan note issued, Westminster will receive
90% of the Par Value, equivalent to GBP22,500 per individual loan
note. No conversions can take place before 1 January 2017 and there
are certain limitations on conversions throughout the duration of
the Loan Notes which are redeemable by 31 December 2017. The
Company may redeem these Loan Notes at Par Value at any point.
The Loan Notes are convertible at Darwin's election into new
ordinary shares of 10p each in Westminster ("Ordinary Shares") at
the conversion price, being the lesser of 65 pence per new Ordinary
Share or 90% of the arithmetic average of the five lowest daily
volume weighted average share price per Ordinary Share out of the
ten trading days prior to conversion. In addition to the other
redemption rights the Loan Notes are redeemable in the event of a
change of control or the occurrence of an event of default in cash
at 110% of the Par Value.
Darwin has also been issued with detachable warrants (vested
immediately) to subscribe for 1,100,000 new Ordinary Shares at an
exercise price of 28 pence per new Ordinary Share. The warrants can
be exercised over a three year period from the date of this
announcement.
If the Loan Notes were fully converted at the mid-market closing
price of 21.75p on 21 November 2016, they would represent 6.0% of
the Group's enlarged capital.
For further information please contact:
Westminster Group plc. Tel: 01295 756 300
Peter Fowler (Chief Executive)
Ian Selby (Chief Financial Officer)
S. P. Angel Corporate Finance LLP (NOMAD & Broker) Tel: 020 3470 0470
Stuart Gledhill/Lindsay Mair
Walbrook PR (Financial PR) Tel: 020 7933 8780
Tom Cooper/Paul Vann 0797 122 1972
tom.cooper@walbrookpr.com
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 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
This information is provided by RNS
The company news service from the London Stock Exchange
END
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