TIDMWSG
RNS Number : 0558Q
Westminster Group PLC
01 June 2018
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF EU REGULATION 596/2014
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 7,500,000 share options over
ordinary shares of 10p each ("Ordinary Shares") in the Company at a
price of 13 pence per Ordinary Share (being the closing middle
market price of an Ordinary Share on 31 May 2018). The share
options have been awarded under the Company's 2017 Share Option
Scheme to the directors listed below and all UK based and key
employees based overseas (together the "Share Options").
The Share Options can be exercised at any time from the first
anniversary of the date of grant up to the tenth anniversary of
that date. Save for a change of control in the Company, the Share
Options will only vest if the Company's share price has reached 26
pence per Ordinary Share at any time, being twice the middle market
price on the date of grant. No consideration was paid by the option
holders in respect of the grant of their awards.
The Share Options have been granted to Directors of the Company
as follows:
Peter Fowler (Chief Executive Officer)
On 1 June 2018, the Company granted options over 1,750,000
Ordinary Shares to Mr Peter Fowler. Mr Fowler now holds 1,750,000
options under the 2017 Share Option Scheme, and a further 781,250
options under the 2007 Share Option Scheme. Following this
notification, Mr Fowler's total beneficial interest in 6,361,794
Ordinary Shares, representing 5.09% of the issued share capital of
the Company, remains unchanged.
Martin Boden (Chief Financial Officer)
On 1 June 2018, the Company granted options over 1,250,000
Ordinary Shares to Mr Martin Boden. Mr Boden now holds 1,250,000
options under the 2017 Share Option Scheme. Following this
notification, Mr Boden currently has no beneficial interest in the
issued share capital of the Company.
Sir Tony Baldry (Chairman)
On 1 June 2018, the Company granted options over 750,000
Ordinary Shares to Sir Tony Baldry. Sir Tony now holds 750,000
options under the 2017 Share Option Scheme. Following this
notification, Sir Tony currently has no beneficial interest in the
issued share capital of the Company.
Stuart Fowler (Operations Director)
On 1 June 2018, the Company granted options over 750,000
Ordinary Shares to Mr Stuart Fowler. Mr Fowler now holds 750,000
options under the 2017 Share Option Scheme, and a further 640,000
options under the 2007 Share Option Scheme. Following this
notification, Mr Fowler's total beneficial interest in 541,618
Ordinary Shares, representing 0.43% of the issued share capital of
the Company, remains unchanged.
The remaining 3,000,000 options have been granted to all UK
based employees and to key employees based overseas.
Related Party Transaction
Sir Tony Baldry, Peter Fowler, Martin Boden and Stuart Fowler as
Directors of the Company and Roger Worrall, who is receiving
750,000 Share Options, as Company Secretary and a director of most
of the Company's subsidiaries, are considered to be "related
parties" as defined under the AIM Rules and accordingly, the issue
of Share Options to them constitutes a related party transaction
for the purposes of Rule 13 of the AIM Rules.
Joanna Fowler, Stuart Gilbert, Eve O'Hare, Russell Gainford,
Laurence Summers and Musayeroh Barrie, who in aggregate are
receiving 600,000 Share Options, as directors of subsidiary
companies, are also considered to be "related parties" as defined
under the AIM Rules and accordingly, the issue of Share Options to
them constitutes a related party transaction for the purposes of
Rule 13 of the AIM Rules.
Sir Malcolm Ross and James Sutcliffe, being the Directors
independent of the issue of Share Options, consider, having
consulted with SP Angel Corporate Finance LLP, the Company's
nominated adviser, that the terms of the issue of Share Options to
related parties as set out above are fair and reasonable insofar as
the Company's shareholders are concerned.
Share Options in issue
Following the grant of the Share Options, there is a total of
11,143,000 director and employee share options outstanding,
representing 8.9 per cent. of the current issued share capital of
the Company.
The notification below, made in accordance with the requirements
of the EU Market Abuse Regulation, provides further detail.
Notification and public disclosure of transactions by persons
discharging managerial responsibilities and persons closely
associated with them.
1. Details of the person discharging managerial responsibilities
/ person closely associated
a) Names Peter Fowler, Chief Executive
Officer
Martin Boden, Chief Financial
Officer
Sir Tony Baldry, Executive
Chairman
Stuart Fowler, Operations
Director
Roger Worrall, Company Secretary
-------------------------------- ----------------------------------
2. Reason for the Notification
--------------------------------------------------------------------
a) Position/status See 1(a) above for positions
- all classified as PDMRs
of the Company
-------------------------------- ----------------------------------
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 In each case, the grant of
instrument, type of instrument Options over Ordinary Shares
on 1 June 2018 at an exercise
price of 13p per Ordinary
Share
-------------------------------- ----------------------------------
Identification code GB00B1XLC220
-------------------------------- ----------------------------------
b) Nature of the transaction Grant of Options over Ordinary
Shares
-------------------------------- ----------------------------------
c) Price(s) and volume(s) Price: n/a
Volumes:
Peter Fowler - 1,750,000 Options
Martin Boden - 1,250,000 Options
Sir Tony Baldry - 750,000
Options
Stuart Fowler - 750,000 Options
Roger Worrall - 750,000 Options
-------------------------------- ----------------------------------
d) Aggregated information: n/a
-- Aggregated volume
-- Price
-------------------------------- ----------------------------------
e) Date of the transaction 1 June 2018
-------------------------------- ----------------------------------
f) Place of the transaction Outside a trading venue
-------------------------------- ----------------------------------
Award of share options to Directors of subsidiary companies
Name Company Number of Options
Awarded
Westminster Aviation Security
Joanna Fowler Services Ltd 100,000
------------------------------- ------------------
Stuart Gilbert Westminster International Ltd 100,000
------------------------------- ------------------
Eve O'Hare Westminster International Ltd 100,000
------------------------------- ------------------
Russell Gainford Westminster International Ltd 100,000
------------------------------- ------------------
Laurence Summers Westminster International Ltd 100,000
------------------------------- ------------------
Musayeroh Barrie Westminster Sierra Leone Ltd 100,000
------------------------------- ------------------
Total award 600,000
------------------
For further information, please contact:
Westminster Group Plc Media enquiries via Walbrook PR
Rt. Hon. Sir Tony Baldry - Chairman
Peter Fowler - Chief Executive Officer
Martin Boden - Chief Financial Officer
S. P. Angel Corporate Finance LLP (NOMAD & Joint Broker)
Stuart Gledhill 020 3470 0470
Lindsay Mair
Caroline Rowe
Walbrook (Investor Relations)
Tom Cooper 020 7933 8780
Paul Vann 0797 122 1972
tom.cooper@walbrookpr.com
Notes:
Westminster Group plc is a specialist security and services
group operating worldwide through an international network of
agents and offices in over 50 countries.
Westminster's principal activity is the design, supply and
on-going 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.
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 rns@lseg.com or visit www.rns.com.
END
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