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 Westminster@walbrookpr.com
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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