TIDMWSG
RNS Number : 2457B
Westminster Group PLC
01 June 2023
01 June 2023
Westminster Group Plc
('Westminster', the 'Group' or the 'Company')
Final Results for 12 months to 31 December 2022
& Investor Presentation
Westminster Group Plc (AIM: WSG), a leading supplier of managed
services and technology-based security solutions worldwide,
announces Final Results for the 12 months ending 31 December
2022.
Highlights:
Operational:
-- A strong recovery in airport operations exceeding pre-pandemic levels by year end.
-- Training business delivered record levels of revenues.
-- A strong recovery in our guarding business with a near
doubling of revenues and return to profitability.
-- Supplied products and solutions to 60 countries across the world .
-- Secured GBP300,000 contract to protect a West African Parliament building.
-- Under Martyn's Law (amended Protect Duty) forthcoming
legislation, secured two important new mass screening contracts, an
iconic building in London and a theatre and exhibition complex in
Northern England.
-- Secured a $300,000 3-year contract to provide aviation support services to the UN in Mali.
-- $1.7m airport security contract in Southeast Africa confirmed and underway.
-- Westminster Arabia achieved HCIS certification required for government regulated contracts.
Financial:
-- 35% increase in revenues to GBP9.5m (2021: GBP7.1m)
-- 65% increase in Technology Division revenues to GBP3.2m (2021: GBP2.0m)
-- 23% increase in Services Division revenues to GBP6.3m (2021: GBP5.1m)
-- 99% decrease in loss after tax to an effective break-even
position GBP0.0 (2021: loss of GBP1.9m).
Post period end:
-- Q1 2023 trading ahead of internal budget.
-- Commenced 2023 with GBP1.8m of work in hand.
-- Commenced 2023 with more than GBP5m of annual recurring revenue from existing contracts.
-- West African airport operations currently running at record
levels and new terminal opened April 2023.
-- Training & Guarding businesses performing well.
-- Land issue resolved and construction works due to commence on
West African container port project.
Commenting on the results and prospects, Peter Fowler, Chief
Executive said:
"I am pleased to report that, despite the challenges from the
tail end of the Covid pandemic, the impact of the Ukraine conflict
and the ensuing global economic turmoil, we still delivered a 35%
increase in revenues to GBP9.5m (2021: GBP7.1m) and achieved an
effective break-even position with a 99% improvement in losses to
GBP0.0m (2021: loss GBP1.9m), demonstrating the recovery underway
and that we are heading back to a growth trajectory.
"I am also pleased to report that all areas of our business
delivered growth in the year. Our Technology Division delivered a
65% increase in revenues to GBP3.2m (2021: GBP2.0m) showing strong
recovery from the pandemic challenges, whilst our Services Division
delivered a 23% increase in revenues to GBP6.3m (2021: GBP5.1m)
underpinning our growing recurring revenue businesses.
"Not only did we significantly increase year on year revenues,
but we secured and delivered some notable and important
accomplishments during the year such as providing an extensive
screening solution for the late Queen Elizabeth II's funeral event
in September 2022, which was a great honour. We secured important
new contracts in the year, significantly increased our returning
customers demonstrating brand loyalty, we continued to develop our
pipeline of new large-scale opportunities including some exciting,
long-term prospects and we continued to progress existing projects
such as DRC and our West African Port project.
"Building on our 2022 results, we believe a record year of
revenues and profitability are in sight for 2023. The key to
achieving this, of course, is to secure new contracts with enough
time to recognise revenues in the year and we are working hard to
deliver that."
Investor Presentation: 3pm on Thursday 8 June 2023
Peter Fowler (CEO) and Mark Hughes (CFO) will provide a live
presentation to review the results and update on prospects at 3pm
on Thursday 08 June 2023.
The presentation is open to all existing and potential
shareholders. Questions can be submitted pre-event via your
Investor Meet Company dashboard or at any time during the live
presentation.
Investors can sign up to Investor Meet Company for free and add
to meet Westminster Group Plc via:
https://www.investormeetcompany.com/westminster-group-plc/register-investor
Annual Report and Accounts - The final results announcement can
be downloaded from the Company's website (www.wsg-corporate.com).
The notice of the Annual General Meeting to be held on 28 June 2023
was posted to shareholders on 31 May 2023 and copies of the Annual
Report and Accounts will be sent to shareholders on or before 16
June 2023 for approval at the Annual General Meeting and will be
available from the Company's website ( www.wsg-corporate.com ) once
posted.
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
Zeus Capital Limited (Broker)
Louisa Waddell
Simon Johnson 020 3829 5000
Walbrook (Investor Relations)
Tom Cooper 020 7933 8780
Paul Vann
Nick Rome Westminster@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 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.
Chairman's Statement
Overview
Following the challenges of the previous two years due to the
global pandemic, associated lockdowns and travel restrictions, we
entered 2022 with optimism. We could see that the impact of the
pandemic was coming to an end and business confidence was
returning.
Sadly, the Russian invasion of Ukraine and the global economic
turmoil that followed has created a number of new challenges,
although also some opportunities.
Stock markets, particularly with small cap companies, have been
impacted, access to capital has become more challenging, rising
prices, inflation and global uncertainty all make for a more
challenging business environment. Governments and corporations are
reviewing budgets and spending plans, postponing capital
expenditure and creating delays in some order placements, as we
experienced with a delayed multi-million-dollar Technology project
we were verbally awarded in early 2022 and was anticipated to be
completed that year. Due to the country's currency issues causing
budget constraints the project was delayed and will hopefully go
forward in 2023.
Against that backdrop and despite the delayed Technology project
mentioned above we still achieved a 35% increase in our revenues to
GBP9.5m (2021: GBP7.1m) and a 99% reduction in losses to an
effective break-even position GBP0.0 (2021: loss of GBP1.9m), with
many areas of the business trading at new highs.
Despite other disappointments in the year, such as the continued
delay in the ratification of our DRC contract, which is covered in
the Chief Executive Officer (CEO) report, there were a number of
notable successes and achievements. Of these I was particularly
proud that Westminster was chosen to provide the security screening
solution for our late Queen Elizabeth II's lying in state. This was
a complex project for which Westminster had been identified and
selected some time ago and we have been planning and rehearsing for
the event for some time. I was impressed by the speed and
professionalism with which we undertook the assignment and I wish
to pay tribute to all our staff involved in that sad but
prestigious event.
Corporate Conduct
As a company whose shares are traded on the AIM market of the
London Stock Exchange, we recognise the importance of sound
corporate governance throughout our organisation, giving our
shareholders and other stakeholders including employees, customers,
suppliers and the wider community confidence in our business. We
endeavour to deliver on our corporate Vision and Mission Statements
in an ethical and sensitive manner irrespective of race, colour or
creed. This is not only a requirement of a well-run public company
but makes good commercial and business sense.
In my capacity as Chairman, I have ultimate responsibility for
ensuring the Board adopts and implements a recognised corporate
governance code in accordance with our stock market status.
Accordingly, the Board has adopted, and is working to, the Quoted
Companies Alliance (QCA) Corporate Governance Code 2018. The Chief
Executive Officer (CEO) has responsibility for the implementation
of governance throughout our organisation, commensurate with our
size of business and worldwide operations.
The QCA Corporate Governance Code 2018 has ten key principles
and we set out on our website how we apply those principles to our
business, and more detailed information is provided in these
accounts.
We operate worldwide with a focus on emerging markets and in a
sector where discretion, professionalism and confidentiality are
essential. It is important that we maintain the highest standards
of corporate conduct. The Corporate Governance Report in this
annual report sets out the detailed steps that we undertake to
ensure that our standards, and those of our agents, can stand any
scrutiny by Government or other official bodies.
Corporate and Social Responsibility
As a Group, we take our corporate and social responsibilities
very seriously, particularly as we operate in emerging markets and
in some cases in areas of poverty and deprivation. As highlighted
in the CEO Report we are building on our environment, social and
governance strategies. I am proud of the support and assistance we
as a business provide in many of the regions in which we operate,
and I would like to pay tribute to our employees and other
individuals and organisations for their generous support and
contributions to our registered charity, the Westminster Group
Foundation. We work with local partners and other established
charities to provide goods or services for the relief of poverty or
advancement of education or healthcare making a difference to the
lives of the local communities in which we operate. For more
information or to donate please visit www.wg-foundation.org .
Employees and Board
Our overriding priority however is and has been the safety and
wellbeing of our people around the world and to continue to provide
a valuable service to our customers. To those ends, we put in place
various precautionary measures, including cost reductions and are
undertaking regular risk assessments for all areas of our business.
We have put in place processes and safe working practices, with a
number of employees working from home.
We have not made any changes to the Board this year. I do
however congratulate Lorraine Hellend on her promotion to Head of
Sales as of 1 January 2023.
I would finally like to extend my appreciation to our investors
for their continued support and to our strategic investors who are
bringing their expertise to help deliver value for all.
Rt. Hon Sir Tony Baldry DL
Chairman
Chief Executive Officer's Report
Business Description
The Westminster Group is a global integrated security services
company delivering niche security solutions and long-term managed
services to high growth and emerging markets around the world, with
a particular focus on long term recurring revenue business.
Our target customer base is primarily governments and
governmental agencies, critical infrastructure (such as airports,
ports & harbours, borders and power plants), and large-scale
commercial organisations worldwide.
We deliver our wide range of Land, Sea and Air solutions and
services through a number of operating companies that are currently
structured into two operating divisions, Services and Technology,
both primarily focused on international business as follows:
Services Division
Focusing on long term (typically 10 - 25 years) recurring
revenue managed services contracts such as the management and
operation of security solutions in airports, ports and other such
facilities, together with the provision of manpower, consultancy
and training services.
Technology Division
Focusing on providing advanced technology led security solutions
encompassing a wide range of surveillance, detection, tracking,
screening and interception technologies to governments and
organisations worldwide.
In addition to providing our business with a broad range of
opportunities, these two divisions offer cost effective dynamics
and vertical integration with the Technology Division providing
vital infrastructure and complex technology solutions and expertise
to the Services Division. This reduces both supplier exposure and
cost and provides us with increasing purchasing power. Our Services
Division provides a long-term business platform to deliver other
cost-effective incremental services from the Group.
We have a successful track record of delivering a wide range of
solutions to governments and blue-chip organisations around the
world. Our reputation grows with each new contract delivered - this
in turn underpins our strong brand and provides a platform from
which we can expand our business.
Overview
2022 has been a year of both challenges and achievements.
Challenges from the tail end of the global pandemic and
associated travel restrictions, the challenges from the impact of
the Russian invasion of Ukraine in February 2022, the resulting
global economic turmoil and financial uncertainty, has resulted in
governments and businesses reviewing their spending plans with the
inevitable knock-on delays on contract awards.
I am pleased to report that, despite the challenges, we still
delivered a 35% increase in revenues to GBP9.5m (2021: GBP7.1m).
This was however, circa GBP4.6m short of full year expectations,
set at the beginning of the year which, as reported in our 1
November 2022 update, was predominantly due the slippage of a
multimillion-pound Technology project, verbally awarded in 2022 but
delayed due to the country's budget constraints as a result of the
economic downturn and now expects to be formally awarded and
largely delivered in 2023. Despite this however we still achieved
an effective break-even position with a 99% improvement in losses
to GBP0.0m (2021: loss GBP1.9m), demonstrating the recovery
underway from the previous years' challenges.
I am also pleased to report that all areas of our business
delivered growth in the year. Our Technology Division delivered a
65% increase in revenues to GBP3.2m (2021: GBP2.0m) showing strong
recovery from the pandemic challenges, whilst our Services Division
delivered a 23% increase in revenues to GBP6.3m (2021: GBP5.1m)
underpinning our growing recurring revenue businesses.
In terms of achievements, not only did we significantly increase
year on year revenues, but we secured and delivered some notable
and important accomplishments during the year such as providing an
extensive screening solution for the late Queen Elizabeth II's
funeral event in September 2022, which was a great honour. We
secured important new contracts in the year, significantly
increased our returning customers demonstrating brand loyalty, we
continued to develop our pipeline of new large-scale opportunities
including some exciting, long-term prospects and we continued to
progress existing projects such as DRC and our West African Port
project as detailed in our Divisional Review below.
Divisional Review
Services Division
Our Services Division and the growing recurring revenue base we
are building is a key element to our future growth and I am pleased
to report therefore that the Division has performed well with a 23%
increase in turnover to GBP6.3m for the period which is at a record
level despite our airport business having not fully recovered from
the impact of Covid on the travel industry.
Our West African airport operations, which, like aviation across
the world, had been severely impacted by lockdowns and travel
restrictions during the Covid pandemic of the previous years,
experienced a strong recovery from around 84% of pre-pandemic
passenger numbers at the start of the year to achieving record
monthly numbers by the end of the year and this trend has continued
into 2023 which augers well for the future.
In addition, Summa Airports, who took over the running of
Freetown International Airport in early 2023 completed the
construction of an impressive new terminal which opened in April
2023, further increasing passenger experience and capacity.
Westminster's contract with the government for the airport security
remains in force and Westminster will, under separate contract with
Summa, provide the aviation security services at the new terminal
for at least the duration of Westminster's existing contract with
the government, although this may be extended. Under its contract
with Summa, Westminster will no longer be responsible for the cost
of new or replacement security equipment and has reduced its fee
accordingly, whilst SUMMA will be responsible for the cost of all
required equipment and the collection of the security fees from
airlines and will remit the funds based on passenger numbers in the
preceding month directly to Westminster's designated bank account
on a monthly basis, thereby reducing Westminster's costs and
accelerating receipts. These changes, which do not affect economics
of the project, are beneficial and we look forward to continuing
growth from this project.
Both our guarding and training businesses were heavily impacted
during the global pandemic over the previous couple of years and I
am pleased to report both have rebounded strongly in 2022. Our
training business has not only recovered to pre-pandemic levels but
delivered record levels of revenues, securing new contracts from
governments and organisations including a sizeable long-term
contract for one of the UK's largest airports. The global pandemic
demonstrated the importance of distance and online training and, we
believe, the strategic decision we took some time ago to invest in
building an online training capability, both in house and through
strategic partnerships, will prove to be very beneficial and we
expect this part of our business to continue to grow.
Our guarding business equally produced a remarkable recovery,
not only securing important new business in the year but also a
near doubling of revenues over the previous year.
As previously announced, we expected to secure one more
long-term, large-scale managed services contract in 2022 and were
close to achieving that. By year end we were at the final stages of
negotiating a sizeable long term airport security project in West
Africa. However, it is always difficult to accurately predict
timing for such projects, which are complex and can involve various
bodies in bureaucratic processes, but we still expect that contract
to be secured and delivering a material contribution to revenues in
2023.
Frustratingly, the long overdue ratification process of our DRC
contract, signed in June 2021, has still not been completed. This
matter has taken far longer than anticipated, largely due to the
Governments' internal procedures. However, an important step in the
process was completed towards the end of 2022. We know that not
only is the delay in finalising this matter a frustration for us
and our shareholders but has become a significant issue for the
government who recognise the importance of the project and the
urgent need to improve the security of the country's airports. I
would like to pay tribute not only to the tireless pursuit of this
project by our staff involved but also the tremendous support we
have received from the British Ambassador and Embassy staff in
Kinshasa.
As previously reported, we have been waiting for our client to
resolve the land issues for the construction of the new container
port storage and inspection complex in West Africa, for which
Westminster have been contracted to provide the screening
operations under a 10-year managed services agreement, signed in
June 2021. I am pleased to report that the land issue has now been
resolved and construction of the port is due to commence this
year.
We announced in November 2022 that the relationship with our
local partners, Scanport, regarding our Ghana port project had
become increasingly strained and that we were looking to resolve
matters through mediation to include accelerated receipt in
recompense for early termination, which would free up resources for
new large-scale projects expected in 2023.
The matter is still in process. We have not included any
revenues from this project in our 2023 internal projections
although we anticipate reaching a settlement in the year. We will
update the market on these various developments when
appropriate.
Technology Division
We continue to experience healthy enquiry levels and during 2022
secured orders for our products and services from 60 countries
(2021: 60) around the world.
The global economic turmoil and financial uncertainty created by
the Russian invasion of Ukraine has resulted in governments and
businesses reviewing their spending plans with the inevitable
knock-on delays on contract awards. A case in point being the
multi-million USD Technology project we were verbally awarded in
2022 and expected to be formally confirmed and completed by the end
of the year but due to the economic situation and currency issues
within the country concerned, the project keeps being delayed. This
project is still a high priority for the client, and we have been
informed by them that they expect to move forward in 2023. We also
saw similar slippage with other large capital-intensive potential
projects.
Notwithstanding the above the Division did still achieve a 65%
increase in revenues to GBP3.2m (2021: GBP2.0m) and delivered some
important successes.
In September 2022 we were honoured to have provided the
extensive screening requirements at the late Queen Elizabeth II's
lying in state. Westminster had been selected for this task some
time ago and had been storing the required equipment and
undertaking secret rehearsals with the police and authorities over
the years in preparation. Within hours of the announcement of the
Queen's passing we had mobilised and began preparations for
deployment. It was a complex operation involving the deployment of
a number of screening lanes and a Westminster team to be on duty at
the event 24 hours a day for the duration. I am proud to say the
everything ran smoothly, and credit is due to the exceptional
service provided by our dedicated team. The fact we were chosen for
this high profile, high security event is evidence of the
reputation and professionalism associated with Westminster.
In January 2022 we announced that the $1.7m airport security
contract for two airports in South-East Africa, provisionally
awarded in 2021, had been formally issued. The contract, funded by
the European Investment Bank, involved the upgrading of security
equipment, including new x-ray screening & metal detection
equipment, an advanced CCTV surveillance system and new control and
command centres at both airports. Westminster is providing a full
turnkey solution including the design, supply and installation of
the systems and will be establishing an engineering presence
in-country for future maintenance and support services. This
project is well underway and will be completed in 2023. The client
is extremely pleased with Westminster's performance and has
expressed interest in a long-term managed services programme once
the project has been completed.
Other important new contracts secured in the period include a
GBP300,000 contract to supply and install an advanced people and
baggage screening solution within a West African parliament
building. This project was successfully delivered in the year, and
we are now in discussions on a much larger project to upgrade
security at that parliament. We also supplied a wide range of
technology-based security products and solutions to clients around
the world.
In 2022 we reported on the initiative we have been pursuing
regarding the forthcoming new legislation in the UK, Martyn's Law
(amended Protect Duty). Martyn's Law is named after Martyn Hett,
who at 29 years was killed in the Manchester Arena terrorist attack
in May 2017. Martyn's mother, Figen Murray, has been a tireless
campaigner and the force behind Martyn's Law legislation that will
require many businesses giving access to the general public, to
formally assess and take measures to address terrorism risks for
the first time. Martyn's Law is set to have a profound and lasting
effect on security provision in the UK - encompassing Publicly
Accessible Locations (PALs) and requiring them to actively protect
visitors and staff with appropriate levels of security. The Home
Office estimates that 650,000 UK businesses could be affected by
Martyn's Law, and this offers substantial business opportunities
for Westminster's extensive portfolio of products and services.
Westminster has been supporting Figen and working on this
opportunity for some time, and like many government related issues,
the enactment of this legislation was delayed in 2022 it is now
expected to become law in 2023. However, many organisations are
proactively making arrangements to be compliant ahead of the
legislation and in this respect, I am pleased that Westminster
secured important new contracts. During 2022 we secured a contract
to provide a 'Mass Screening' solution for an iconic building in
London, and a similar contract, also for 'Mass Screening' to an
important theatre and exhibition complex in the north of England.
We are also in discussions with a number of important venues and
sites in the UK for effective and large-scale security solutions
ahead of the expected legislation. For more information on Martyn's
Law see here https://www.wg-plc.com/protect-duty# or to see the
latest news and video from Figen Murray see here
https://www.wg-plc.com/news/figen-murray-obe-martyns-law-amended-protect-duty
Our various high profile security projects, such as the Palace
of Westminster and the Tower of London, are performing well and we
are discussing expanded operations.
In September 2022 Westminster Arabia was, after a long process,
finally officially certified by the Saudi Arabian High Commission
for Industrial Security (HCIS) for the supply, installation and
maintenance of security devices. This certification is important
and is required to bid for government regulated and/or funded
endeavours (such as Giga Projects, critical infrastructure,
transport etc.) and for the supply of products & services to
Government affiliated companies. Few (if any) Saudi companies which
are formed through joint ventures with foreign entities have
achieved this status and the award of the licence is an important
step forward for our business. Westminster Arabia remains an
important component in our growth strategy.
Our German subsidiary, GLIS, situated to the Southeast of
Munich, is focussed on supplying security technology and solutions
to the European market. Post Brexit the business is particularly
well positioned to serve the Group's EU clients. The team continues
to secure a number of important new clients including US military
bases and is developing substantial business opportunities in the
region. Through GLIS, we continue to monitor the Joint
Comprehensive Plan of Action JCPOA talks and are maintaining
discussions with stakeholders (including the UK and German
governments) however, despite the optimism of an EU brokered deal
in September 2022, the fallout from the Ukraine war and other
issues have meant a deal in the short term is unlikely. However,
should circumstances change and the US and international sanctions,
including banking be lifted, there remains an opportunity for our
German office to revisit the substantial opportunities previously
created.
Our French business, Euro Ops, continues to be a valuable
strategic addition to the Group. The company provides aviation
focussed services such as humanitarian flights and logistics,
emergency flights, flight operations, charter and storage
management. The company has not only brought new skills, services
and revenues to the Group but provides greatly improved access to
Francophone countries for the wider Group services, with some
interesting project opportunities currently being pursued. One
example a $300,000 3-year contract, awarded in May 2022, to provide
aviation support services and logistics for Swiftair and the UN in
Mali.
Summary
On a wider front, despite the challenges we have continued to
progress various existing and new large-scale managed services
project opportunities around the world which can and will provide
step changes in growth should they be secured. No two opportunities
are the same and each can have their own idiosyncrasies and
challenges. As we have previously advised, project opportunities of
this size and nature, particularly in emerging markets, are not
only time-consuming and involve complex negotiations with numerous
commercial and political bodies, but discussions can ebb and flow
over many months, with periods of intense activity which can be
followed by long periods of inactivity. It is however precisely
because of such challenges that competition is limited and the
opportunities offer transformational growth opportunities.
Whilst there is never certainty as to timing or outcome of the
many project opportunities we are pursuing, we are making progress
on a number of fronts, however due to the nature of the projects
and the numerous bodies involved it is notoriously difficult to
forecast timing of any contract award. I know this can be
frustrating at times but the upside of securing such contracts with
long-term, high margin recurring revenues is worth the efforts. We
obviously cannot provide regular updates or details on contract
negotiations, but we will provide market updates on material
developments when appropriate and in line with our regulatory
responsibilities.
In summary, despite the various challenges and in some cases
because of them, 2022 was a busy year and whilst our results for
the year were impacted largely by one multi-million USD Technology
contract, delayed through budget constraints, our business has
recovered strongly from the Covid impact, with some revenue streams
now trading at record levels. We have continued to develop and
deliver on business opportunities and during the year supplied
goods and services to numerous countries around the world,
including some notable achievements. We have continued to invest in
our worldwide business development programmes in order to deliver
on our growth potential, particularly in our long-term major
managed services projects. We believe the benefits from these
achievements will begin to be seen in 2023 and beyond and the Board
and I remain excited by our growth prospects.
Strategy
Our vision is to build a global business with strong brand
recognition delivering advanced security solutions and long-term
managed services, on Land, at Sea and in the Air, primarily to high
growth and emerging markets around the world, with a particular
focus on building multiple revenue streams, many of which involve
long term recurring revenue business, from diverse sources in
varying parts of the world, providing a degree of resilience to
external events and enhancing shareholder value.
The Board considers strategy at each regular Board Meeting and
has at least one 'off-site' strategy day each year to review the
Company's rolling five-year Strategic Growth Plan and to consider
new short-, medium- and long-term strategies that could be
implemented to achieve our goals and to deal with changing global
and economic issues.
As part of our strategy for growth, we will also continue to
improve and enhance our Board and senior management team broadening
our range of experience and expertise. If we are to maximise the
substantial growth opportunities we are developing, particularly
with our managed services operations, it is essential we have the
right strategies, people, processes and systems in place to
successfully deliver such growth.
Whilst we still believe that the opportunities we have been
developing, primarily in emerging and high growth markets, are what
will deliver exponential growth over the next few years, these can
and do take time to develop and as we have seen, can be
disproportionately impacted by global, regional and local events.
Accordingly, one of the strategies we are now developing is to
balance some of that risk by building more core business in the UK
and developed world areas. We have made a good start with important
contracts such as the Tower of London, Palace of Westminster,
Scottish Parliament, HM Prisons, and the UK Border force, and we
will be looking to materially increase such business through 2023
and beyond, not least by developing and delivering on opportunities
created by the forthcoming Martyn's Law legislation, with two
important mass screening contracts already delivered in relation to
this strategy.
Given budget constraints for many companies resulting from the
global economic situation another strategy we are exploring is with
debt funding and leasing providers to transition large scale
projects from a 'capital' purchase to a longer term, 5+ years,
revenue model, which would also include maintenance and training.
Given that some of these project opportunities can be multi-million
dollars in value, we believe that this model brings added value
which sets us apart from the competition and will be attractive to
many potential clients; indeed, we are already in discussions with
a few government bodies on this basis. With large scale projects
such as these, there is never certainty of outcome or timing, but
we are optimistic this initiative will lead to material and
additional long-term revenues.
We are also looking to expand our global footprint through the
development of our agent network and through strategic joint
ventures (JVs) in key markets and regions, and we believe that this
strategy will enable the Company to expand its sphere of operations
in a controlled and cost-effective way.
Our risk strategies are developed from our Risk Committee who
hold regular meetings and report to the Audit Committee. Mitigation
and risk strategies are then developed to address potential risks,
as we successfully did during the Covid pandemic. Covid is of
course not the first and will not be the last external challenge
for which we need to have strategies in place to deal with. In
2014, the world experienced the West African Ebola outbreak which
caused huge problems for the region, and now the Russian invasion
of Ukraine has world-wide implications. I am confident the
strategies we have now and will further put in place, together with
our diverse business model, will help us not only manage the
challenges but seek new opportunities from them.
The challenges of the last few years have impacted our
performance against our stated goals and accordingly, the Board has
reset its key goals for 2023 as:
1. Improve ratio of enquiries received/quotations issued by
number and quotations issued/orders received by value;
2. Increase product portfolio and sales achieved;
3. Increase our global footprint with new offices, agents, and strategic alliances;
4. Increase sales in the UK and other first world countries;
5. Secure at least one more long-term managed services contract;
6. Deliver another year of significant recurring revenue growth;
7. Deliver a material improvement in revenue and a move to profitability;
8. Deliver a sustained and material improvement in our share price;
9. Develop a more formal and structured Environment, Social, and Governance (ESG) strategy;
10. Instigate an Investors in People programme.
Environment, Social, and Governance (ESG) Strategy
The Westminster Group takes its corporate and social
responsibilities very seriously and recognises that sustainability
across our various business sectors is important to us and our
future growth, important to our shareholders and wider
stakeholders. In this respect, one of our key goals for 2023 is to
develop our existing corporate social responsibility and governance
activities into a more formal and focussed ESG strategy.
Our people are our most valued asset, and we recognise that a
happy and motivated workforce is important. We are an equal
opportunities employer and endeavour to treat all our staff,
equally, fairly and to assist them reach their maximum potential.
We do this by having structured systems to support staff in their
job roles and in providing training programmes to improve their
skills. We hold regular meetings and appraisals with staff and
welcome input and feedback suggestions.
We provide flexible working arrangements, including home working
where possible. We provide free refreshments, allow gym time to
help keep our staff healthy and provide medical support where
appropriate. We organise team building and social events across our
business units.
We take our social responsibilities very seriously including
supporting the communities in which we operate and, in this
respect, have our own registered charity - the Westminster Group
Foundation - see here www.wg-foundation.org
Equally, we take our environmental responsibilities seriously
and look to minimise our carbon footprint, for example by use of
electric vehicles where possible. As an international business,
travel has always featured heavily in our business activities. One
thing the recent pandemic lockdowns have demonstrated is that some
of this travel can be replaced by remote meetings and conference by
systems such as Microsoft Teams and Zoom, which has now become
commonplace and far more accepted across the world. Accordingly, we
intend to focus, where possible, on reducing travel by continuing
with remote meetings. Where international travel is still
necessary, we are investigating carbon offset programmes. We are
also working towards ISO 14001 Environmental Management (EMS).
Performance Indicators
The Group constantly monitors various key performance indicators
for factors affecting the overall performance. At Group level, the
revenues and gross margin are monitored to give a constant view of
the Group's operational performance. A key focus for the Group is
in building its recurring revenue base from contracted income
relating to its managed services, maintenance and guarding
contracts, and this is a key metric being monitored. Employment is
the single largest cost base for the Group, the costs are strictly
monitored to ensure best use of resources. Days Sales Outstanding
is used to measure the cash conversion of revenue and identifies
debtor aging issues this is low this year which is good but 2021
represents more normal levels.
The Services Division measures its performance in the four key
areas of its deliverables - passengers served in its airport
operations, vehicles and containers served in its port and border
operations, the number of days training delivered by our training
businesses and the number of guarding hours delivered by our
guarding businesses.
The Technology Division measures its sales activity by reference
to the number of enquiries received per month and the number of
orders received. The number of countries served and number of
return customers are monitored to give a view on the performance of
the division. It is pleasing to see higher levels of return
customers, demonstrating brand loyalty. The material increases in
passengers served, training hours and guarding hours delivered are
all indicators of the strong recovery from different parts of our
business in 2022.
Group 2022 2021
Revenue GBP9.5m GBP7.1m
---------- ----------
Gross Margin 54% 46%
---------- ----------
Recurring Revenues GBP5.6m GBP5.4m
---------- ----------
Days Sales Outstanding 30 57
---------- ----------
Number of Employees 256 241
---------- ----------
Average Employee Cost Per Head GBP17,016 GBP18,129
---------- ----------
Services Division 2022 2021
Passengers Served ('000) 124 77
-------- --------
Vehicles/Containers Served ('000) 958 1,090
-------- --------
Training Hours Delivered 5,906 1,136
-------- --------
Guarding Hours Delivered 38,508 29,677
-------- --------
Technology Division 2022 2021
Average Enquiries Per Month 168 293
----- -----
Average Number of Orders Per Month 44 37
----- -----
Number of Countries Supplied 60 60
----- -----
Number of Return Customers 370 242
----- -----
Current Trading & Business Outlook
We have commenced 2023 on a positive note with Q1 trading ahead
of budget and, whilst remaining mindful of the global uncertainty
which could yet have adverse impacts on trading, we expect 2023 to
be a record year.
We commenced 2023 with GBP1.8m of work in hand which is a good
start to the year, and we are experiencing increasing levels of
enquiries from around the world for our products and services. Our
business development teams are working on a number of exciting
opportunities, and already we are seeing new contracts coming to
fruition.
As mentioned in the Divisional Review above we believe the
forthcoming Martyn's Law legislation which is due to become law in
2023 and which The Home Office estimates will affect circa 650,000
UK businesses, is a significant opportunity for our business and we
look to build on the work we have done preparing for this and the
successful contracts secured in 2022 and fully expect to secure
further important new contracts in 2023.
Our West African airport operations have continued the growth we
saw in 2022 and are currently running at record levels.
Our guarding and training businesses performed well in 2022 and
we expect that to continue in 2023.
We traditionally secured one or two large-scale multi-million
USD Technology solution sales projects each year although this has
proved more challenging over the past couple of years due to
customer spending constraints. However, we do have several
potential projects in the pipeline, including the postponed project
from 2022, which we expect to materialise in 2023.
We are focussed on building our recurring revenue base of
contracted income, particularly from long term contracts, which is,
and will continue to be, a key growing strength of our business. In
this respect we commenced 2023 with over GBP5m of annual recurring
revenues, which we expect materially increase through new contracts
during the year.
As mentioned in the Divisional Review there are developments
regarding the long overdue ratification of our DRC contract and we
are hopeful this prolonged process will be finally concluded and
the programme will move forward this year.
We are also encouraged that the land issue regarding our West
African port project has been finalised and that construction on
the new container storage and inspection area can commence.
As previously mentioned, we have not included any revenues from
the Ghana port operation in our 2023 internal projections although
we anticipate reaching a settlement during the year.
We continue to invest in our worldwide business development
programmes in order to deliver on our growth potential,
particularly in our long-term major managed services projects. We
believe that we will secure at least one, possibly two, long-term
managed services contract in 2023, each producing a multi-million
dollar step change in revenues.
The foregoing, outlining the recovery and growth we are seeing
in our various businesses, together with our business model and the
opportunities we have been developing over the years which, despite
the challenges and setbacks we have experienced in recent years,
underpin our confidence for the future growth of our business.
Building on our 2022 results, we believe a record year of revenues
and profitability are in sight for 2023. The key to achieve this,
of course, is to secure new contracts with enough time to recognise
revenues in the year and we are working hard to deliver that.
Peter Fowler
Chief Executive Officer
Chief Financial Officer's Report
Revenue
2022 revenues of approximately GBP9.5m (2021: GBP7.1m) are up
35% with all areas showing increases despite the Ukrainian war and
general turmoil in the world. However, large projects continued to
be delayed awaiting confidence that the world was returning back to
more normal times.
Services revenues increased by 23% to GBP6.3m (2021: GBP5.1m).
This was because of the continuing strength of our West African
Airport passenger levels during the year, combined with Guarding
revenues up 35% and training hours over 5 times the number in 2021
as the world needs to train to recover from staff lost in the
pandemic.
Westminster's Technology Division revenues were up 65% to
GBP3.2m (2021: GBP2.0m). 2021 did not have any large solutions
sales whereas in 2022 the market was returning albeit a number of
expected contract awards were delayed.
Gross Margin
Despite an increase in Technology Solution sales (typically at
15% to 20%), which would normally bring down the average margin;
better Technology margins and the increase in higher margin
Services Division sales was enough to improve the Gross Margin
Percent to 54% (2021: 46%).
Operating Cost Base
Group administrative costs increased by 7% to GBP5.5m (2021:
GBP5.2m) in total. A little over one third of the increase was
because in 2021 we had GBP141,000 of support under the Covid
furlough scheme whereas there was none in 2022. Approximately
another third is the full year effect of growth initiatives started
in 2021. The rest is because of the general inflationary background
despite strenuous efforts to control costs.
Effect of Covid-19
Whilst Westminster has mitigated certain effects of the Covid-19
pandemic due to its multi revenue stream business model and early
action taken by management to plan for the crisis, there is no
doubt that Covid-19 did have a significant impact on the business
and the performance in 2021. This has continued into 2022 as the
prevailing economic situation has not fully returned to pre-covid
levels in our sectors.
Operational EBITDA^ from underlying operations
The Group's loss from operations was GBP0.3m (2021: GBP1.9m).
When adjusted for the exceptional and non-cash items and
depreciation and amortisation, as set out below, the Group recorded
an EBITDA^ loss from underlying operations of GBP0.1m (2021:
GBP1.7m loss).
Reconciliation to EBITDA^ from underlying operations 2022 2021
GBP'000 GBP'000
( 325
Loss from operations ) (1,917)
Depreciation, amortisation and impairment charges 25 2 244
-------- --------
Reported EBITDA ( 73 ) (1,673)
Share based expense - -
Exceptional items - -
EBITDA^ from operations ( 73 ) (1,673)
======== ========
^ This is an Alternative Performance Measure refer to Note 2 for
further details
Finance Costs
Total finance costs for 2022 GBP0.0m (2021: GBP0.0m), because
the Group has very low debts. There was an underlying cash charge
of GBP0.0m (2021: GBP0.0m).
Earnings Results for the Year
The Group loss before taxation was GBP0.4m (2021: GBP1.9m). The
Group loss after tax was GBP0.0m (2021: GBP1.9m loss) and the loss
per share was 0.00p (2021: 0.62p).
Statement of Financial Position
The Group's gross assets amounted to GBP10.0m on 31 December
2022 compared with GBP9.3m on 31 December 2021. The main movement
was a reduction in cash offsetting a GBP0.6m decrease in working
capital and funding the losses.
The Group's current assets amounted to GBP5.6m on 31 December
2022 (2021: GBP5.3m) for the same reasons as the change in total
Group assets.
The Group's trade and other receivables balance as at 31
December 2022 was GBP4.8m (2021: GBP3.7m). Average days sales
outstanding at the year-end were 30 (2021: 57). This was improved
by the large solution sale close to the year end.
Cash and cash equivalents were GBP0.3m at 31 December 2022
compared with GBP0.9m at 31 December 2021. The decrease is mainly
due to losses and movement in working capital.
Trade and other payables were GBP2.6m (2021: GBP1.8m) and
average creditor days were 51 (2021: 43).
A deferred tax asset of GBP1.3m (2021: GBP1.0m) was held at the
year end the movement related to the increase in expected tax
rate.
Total equity on 31 December 2022 stood at a surplus of GBP7.4m
(2021: GBP7.5m).
Again, the large solution sale close to the year-end has
distorted the figures.
Key Performance Indicators
The Key Performance Indicators by which we measure performance
of our business are set out in the Chief Executive Officer's
Report.
Equity Issues
There were no equity issues in 2022 (2021: Funds raised
GBP2.51m).
Summary of Warrants
As at 31 December 2022 the warrants outstanding were:
Number Holder Strike Issued Life Vesting Criteria
Price
(p)
31 January
170,455 S P Angel 22.0 2018 5 At grant
---------- ------- ----------- ----- ----------------------
21 January 6 months after grant:
3,499,222 RiverFort 5.2 2020 4 - detachable
---------- ------- ----------- ----- ----------------------
The S P Angel warrants have now lapsed.
For further details on warrants, refer to Note 21.
Cash Flow Statement
During the year, the Group had an operating cash outflow of
GBP0.7m (2021: outflow GBP3.3m) which arose from the loss and an
adverse working capital movement of GBP0.6m (2021: GBP1.6m adverse)
which was a decrease in receivables, investment in the new projects
and an increase in payables.
During the year, the Group raised nothing from the issue of new
equity (2021: GBP2.51m gross).
Reconciliation from adjusted EBITDA^ 2022 2021
to normalised operating cash flow
GBP'000 GBP'000
Adjusted EBITDA^ ( 73 ) (1,673)
L oss on asset disposal ( 4) -
Net changes in working capital (569) (1,632)
Movement on tax 3 54 (11)
--------
Net Cash used in underlying operating
activities (2 92 ) (3,316)
======== ========
Net cash used in underlying operating activities is presented
excluding exceptional items, share options expense, and
depreciation and amortisation.
Mark L W Hughes
Chief Financial Officer
^ This is an Alternative Performance Measure refer to Note 2 for
further details
Westminster Group PLC
Consolidated Statement of Comprehensive Income for the year
ended 31 December 2022
Note 2022 2021
Total Total
--------------------------------------------- ----- -------- --------
GBP'000 GBP'000
REVENUE 3 9,528 7,051
Cost of sales (4,393) (3,789)
--------------------------------------------- ----- -------- --------
GROSS PROFIT 5,135 3,262
--------------------------------------------- ----- -------- --------
Administrative expenses (5,460) (5,179)
--------------------------------------------- ----- -------- --------
(LOSS) FROM OPERATIONS 5 (325) (1,917)
--------------------------------------------- ----- -------- --------
Analysis of operating loss
Profit from operations (325) (1,917)
Add back amortisation 10 56 78
Add back depreciation 11 196 166
--------------------------------------------- ----- -------- --------
EBITDA^ (Loss) from underlying operations (73) (1,673)
--------------------------------------------- ----- -------- --------
Finance costs 4 (40) (3)
LOSS BEFORE TAXATION (365) (1,920)
Taxation 6 354 (11)
LOSS AND TOTAL COMPREHENSIVE INCOME FOR THE YEAR ( 11) (1,931)
---------------------------------------------------- -------- --------
LOSS AND TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE
TO:
OWNERS OF THE PARENT 121 (1,921)
NON-CONTROLLING INTEREST (132) (10)
LOSS AND TOTAL COMPREHENSIVE INCOME (11) (1,931)
--------------------------------------------- ----- -------- --------
BASIC AND DILUTED LOSS PER SHARE 8 (0.00p) (0.62p)
--------------------------------------------- ----- -------- --------
^ This is an Alternative Performance Measure refer to Note 2 for
further details
Westminster Group PLC
Consolidated and Company Statements of Financial Position
As at 31 December 2022
Group Group Company Company
2022 2021 2022 2021
Note GBP'000 GBP'000 GBP'000 GBP'000
------------------------------- ----- -------- --------- -------- --------------
Goodwill 9 615 614 - -
Other intangible assets 10 106 150 84 120
Property, plant and equipment 11 1,825 1,895 1,087 1,133
Investment in subsidiaries 13 - - - -
Deferred tax asset 16 1,308 953 - -
TOTAL NON-CURRENT ASSETS 3,854 3,612 1,171 1,253
------------------------------- ----- -------- --------- -------- --------------
Inventories 17 485 681 - -
Trade and other receivables 18 4,808 3,661 10,683 9,830
Cash and cash equivalents 19 289 944 (59) 380
-------------------------------
TOTAL CURRENT ASSETS 5,582 5,286 10,624 10,210
------------------------------- ----- -------- --------- -------- --------------
Non-current receivable 18 593 424 - -
------------------------------- -----
TOTAL ASSETS 10,029 9,322 11,795 11,463
------------------------------- ----- -------- --------- -------- --------------
Called up share capital 20 331 331 331 331
Share based payment reserve 964 1,043 964 1,043
Revaluation reserve 139 139 139 139
Retained earnings:
At 1 January 6,340 (24,409) 9,307 (20,957)
(Loss)/profit for the
year 121 (1,921) (23) (2,389)
Other changes in retained
earnings 42 32,670 78 32,653
At 31 December 6,503 6,340 9,362 9,307
------------------------------- ----- --------
(DEFICIT)/EQUITY ATTRIBUTABLE
TO:
OWNERS OF THE COMPANY 7,937 7,853 10,796 10,820
NON-CONTROLLING INTEREST (522) (390) - -
------------------------------- -----
TOTAL (DEFICIT)/EQUITY 7,415 7,463 10,796 10,820
------------------------------- ----- -------- --------- -------- --------------
Borrowings 22 27 12 - 5
TOTAL NON-CURRENT LIABILITIES 27 12 - 5
------------------------------- ----- -------- --------- -------- --------------
Contractual liabilities 23 80 87 - -
Trade and other payables 23 2,507 1,760 999 638
------------------------------- ----- --------
TOTAL CURRENT LIABILITIES 2,587 1,847 999 638
------------------------------- ----- -------- --------- -------- --------------
Liabilities of disposal - - - -
group classified as held
for sale
------------------------------- ----- --------
TOTAL LIABILITIES 2,614 1,859 999 643
------------------------------- ----- -------- --------- -------- --------------
TOTAL SHAREHOLDERS'
EQUITY AND LIABILITIES 10,029 9,322 11,795 11,463
------------------------------- ----- -------- --------- -------- --------------
Peter Fowler Mark L W Hughes
Director Director
Westminster Group PLC
Consolidated Statement of Changes in Equity
For the year ended 31 December 2022
Called Share Merger Share Revaluation Retained Total Non-controlling Total
up premium relief based reserve earnings interest
share account reserve payment
capital reserve
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
AS AT 1
JANUARY 2022 331 - - 1,043 139 6,340 7,853 (390) 7,463
--------------- -------- -------- -------- -------- ------------ --------- -------- ---------------- --------
Lapse of share
options - - - (79) - 79 - - -
Other
movements in
equity - - - - - (37) (37) - (37)
TRANSACTIONS
WITH OWNERS - - - (79) - 42 (37) - (37)
--------------- -------- -------- -------- -------- ------------ --------- -------- ---------------- --------
Total
comprehensive
expense
for the year - - - - - 121 121 (132) (11)
AS AT 31
DECEMBER 2022 331 - - 964 139 6,503 7,937 (522) 7,415
--------------- -------- -------- -------- -------- ------------ --------- -------- ---------------- --------
Westminster Group PLC
Consolidated Statement of Changes in Equity
For the year ended 31 December 2021
Called Share Merger Share Revaluation Retained Total Non-controlling Total
up share premium relief based reserve earnings interest
capital account reserve payment
reserve
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
AS AT 1
JANUARY 2021
as
previously
stated 16,278 14,069 300 1,050 139 (24,242) 7,594 (535) 7,059
--------------- --------- --------- -------- -------- ------------------- --------- -------- ---------------- --------
Prior year
adjustment - - - - (150) (150) 150 -
AS AT 1
JANUARY 2021 16,278 14,069 300 1,050 139 (24,392) 7,444 (385) 7,059
--------------- --------- --------- -------- -------- ------------------- --------- -------- ---------------- --------
Shares issued
for cash 44 2,456 - - - - 2,500 - 2,500
Cost of share
issues - (179) - - - - (179) - (179)
Lapse of share
options - - - (7) - 7 - - -
Exercise of
warrants and
share options - 9 - - - - 9 - 9
Capital
Reduction (15,991) (16,355) (300) - - 32,646 - - -
TRANSACTIONS
WITH OWNERS (15,947) (14,069) (300) (7) - 32,653 2,330 - 2,330
--------------- --------- --------- -------- -------- ------------------- --------- -------- ---------------- --------
Total
comprehensive
expense
for the year - - - - - (1,921) (1,921) (5) (1,926)
AS AT 31
DECEMBER 2021 331 - - 1,043 139 6,340 7,853 (390) 7,463
--------------- --------- --------- -------- -------- ------------------- --------- -------- ---------------- --------
Westminster Group PLC
Company Statement of Changes in Equity
For the year ended 31 December 2022
Called Share Merger Share Revaluation Retained Total
up share premium relief based reserve earnings
capital account reserve payment
reserve
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
AS AT 1
JANUARY
2022 331 - - 1,043 139 9,307 10,820
--------------- ---------- --------- --------- --------- ------------ ------------ ---------
Lapse of Share
Options - - - (79) - 79 -
TRANSACTIONS
WITH
OWNERS - - - (79) - 79 -
--------------- ---------- --------- --------- --------- ------------ ------------ ---------
Total
comprehensive
expense for
the
year (24) (24)
--------------- ---------- --------- --------- --------- ------------ ------------ ---------
AS AT 31
DECEMBER
2022 331 - - 964 139 9,362 10,796
--------------- ---------- --------- --------- --------- ------------ ------------ ---------
Called Share Merger Share Revaluation Retained Total
up share premium relief based reserve earnings
capital account reserve payment
reserve
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
AS AT 1
JANUARY
2021 16,278 14,069 300 1,050 139 (20,957) 10,879
--------------- ---------- --------- --------- --------- ------------ ------------ ---------
Shares issued
for cash 44 2,456 - - - - 2,500
Cost of share
issues - (179) - - - - (179)
Lapse of Share
Options - - - (7) - 7 -
Exercise of
warrants
and share
options - 9 - - - - 9
Capital
Reduction (15,991) (16,355) (300) - - 32,646 -
TRANSACTIONS
WITH
OWNERS (15,947) (14,069) (300) (7) - 32,653 2,330
--------------- ---------- --------- --------- --------- ------------ ------------ ---------
Total
comprehensive
expense for
the
year - - - - - (2,389) (2,389)
--------------- ---------- --------- --------- --------- ------------ ------------ ---------
AS AT 31
DECEMBER
2021 331 - - 1,043 139 9,307 10,820
--------------- ---------- --------- --------- --------- ------------ ------------ ---------
Consolidated Cash Flow Statement
For the year ended 31 December 2022
2022 2021
Total Total
Note GBP'000 GBP'000
(LOSS) AFTER TAX (11) (1,931)
Taxation (354) 11
--------- --------
(LOSS) BEFORE TAX (365) (1,920)
Non-cash adjustments 24 252 244
Net changes in working capital 24 (569) (1,632)
-------------------------------------------- ------
NET CASH USED IN OPERATING ACTIVITIES (682) (3,308)
-------------------------------------------- ------ --------- --------
INVESTING ACTIVITIES:
Purchase of property, plant and equipment 11 (111) (160)
Purchase of intangible assets 10 (12) (41)
CASH OUTFLOW FROM INVESTING ACTIVITIES (123) (201)
-------------------------------------------- ------ --------- --------
CASHFLOWS FROM FINANCING ACTIVITIES:
Gross proceeds from the issues of ordinary
shares - 2,509
Costs of share issues - (179)
Reduction in finance lease debt 15 (17)
Finance cost (40) (3)
Loan drawdown 185 -
Other loan repayments, including interest (10) -
-------------------------------------------- ------
CASH INFLOW FROM FINANCING ACTIVITIES 150 2,310
-------------------------------------------- ------ --------- --------
Net change in cash and cash equivalents (655) (1,199)
--------- --------
CASH AND EQUIVALENTS AT BEGINNING OF YEAR 944 2,143
--------- --------
CASH AND EQUIVALENTS AT OF YEAR 19 289 944
--------- --------
Company Cash Flow Statement
For the year ended 31 December 2022
Company Company
2022 2021
Note GBP'000 GBP'000
----------------------------------------- ------ --------------- --------
(LOSS)/PROFIT AFTER TAX (23) (2,389)
Other Non-cash adjustments 24 121 140
Net changes in working capital 24 (493) (1,291)
------
NET CASH (USED IN) /FROM OPERATING
ACTIVITIES (395) (3,540)
----------------------------------------- ------ --------------- --------
INVESTING ACTIVITIES:
Purchase of property, plant and
equipment 11 (26) (111)
Purchase of intangible assets 10 (13) (6)
----------------------------------------- ------ --------------- --------
CASH OUTFLOW FROM INVESTING ACTIVITIES (39) (117)
----------------------------------------- ------ --------------- --------
CASHFLOWS FROM FINANCING ACTIVITIES:
Gross proceeds from the issues
of ordinary shares - 2,509
Costs of share issues - (179)
Change in lease debt (5) (8)
Finance cost on lease liabilities - (1)
CASH INFLOW FROM FINANCING ACTIVITIES (5) 2,321
----------------------------------------- ------ --------------- --------
Net change in cash and cash equivalents (439) (1,336)
----------------------------------------- ------ --------------- --------
CASH AND EQUIVALENTS AT BEGINNING
OF YEAR 380 1,716
----------------------------------------- ------ --------------- --------
CASH AND EQUIVALENTS AT OF
YEAR (59) 380
----------------------------------------- ------ --------------- --------
Notes to the Financial Statements
1. General information and nature of operations
Westminster Group PLC ("the Company") was incorporated on 7
April 2000 and is domiciled and incorporated in the United Kingdom
and quoted on AIM. The Group's financial statements for the year
ended 31 December 2022 consolidate the individual financial
statements of the Company and its subsidiaries. The Group design,
supply and provide on-going advanced technology solutions and
services to governmental and non-governmental organisations on a
global basis.
2. Summary of significant accounting policies
Basis of preparation
The Group financial statements have been prepared and approved
by the Directors in accordance with UK-adopted IAS. The Parent
Company has elected to prepare its financial statements in
accordance with UK-adopted IAS. The Company has taken advantage of
the exemption under Section 408 of the Companies Act 2006 from
presenting its own profit and loss account.
The financial information is presented in the Company's
functional currency, which is British pounds sterling ('GBP') since
that is the currency in which the majority of the Group's
transactions are denominated.
Basis of measurement
The financial statements have been prepared under the historical
cost convention with the exception of certain items which are
measured at fair value as disclosed in the accounting policies
below.
Consolidation
(i) Basis of consolidation
The consolidated financial statements comprise the financial
statements of the Company and its subsidiaries for the year ended
31 December 2022.
(ii) Subsidiaries
Where the company has control over an investee, it is classified
as a subsidiary. The company controls an investee if all three of
the following elements are present: power over the investee,
exposure to variable returns from the investee, and the ability of
the investor to use its power to affect those variable returns.
Control is reassessed whenever facts and circumstances indicate
that there may be a change in any of these elements of control.
De-facto control exists in situations where the company has the
practical ability to direct the relevant activities of the investee
without holding the majority of the voting rights. In determining
whether de-facto control exists the company considers all relevant
facts and circumstances, including:
-- The size of the company's voting rights relative to both the
size and dispersion of other parties
-- who hold voting rights
-- Substantive potential voting rights held by the company and by other parties
-- Other contractual arrangements
-- Historic patterns in voting attendance.
The consolidated financial statements present the results of the
company and its subsidiaries ("the Group") as if they formed a
single entity. Intercompany transactions and balances between group
companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of
business combinations using the acquisition method. In the
statement of financial position, the acquiree's identifiable
assets, liabilities and contingent liabilities are initially
recognised at their fair values at the acquisition date. The
results of acquired operations are included in the consolidated
statement of comprehensive income from the date on which control is
obtained. They are deconsolidated from the date on which control
ceases.
(iii) Transactions eliminated on consolidation
Intragroup balances and any unrealised gains and losses or
income and expenses arising from intragroup transactions are
eliminated in preparing the consolidated financial statements.
(iv) Company financial statements
Investments in subsidiaries are carried at cost less provision
for any impairment. Dividend income is recognised when the right to
receive payment is established.
Going concern
The Group made a loss during the period of GBP0.0m (2021:
GBP1.9m), The cash outflow from operating activities during the
year was GBP0.7m (2021: GBP3.3m).
The financial statements are prepared on a going concern basis.
In assessing whether the going concern assumption is appropriate,
management have taken into account all relevant available
information about the current and future position of the Group,
including new long-term contracts. As part of its assessment,
management have taken into account the profit and cash forecasts,
the continued support of the shareholders and the Directors' and
management's ability to affect costs and revenues. Management
regularly forecast results, the financial position and cash flows
for the Group.
The Directors have reviewed the Group's resources at the date of
approving the financial statements, and their projections for
future trading, which due to winning incremental new business give
a reasonable expectation that the Group has adequate resources to
continue in operational existence for the foreseeable future, which
for the avoidance of doubt is at least 12 months from the date of
signing the financial statements. Thus, they continue to adopt the
going concern basis of accounting in preparing the financial
statements.
Business combinations
The consideration transferred by the Group to obtain control of
a subsidiary is calculated as the sum of the acquisition date fair
values of assets transferred, liabilities incurred, and the equity
interests issued by the Group, which includes the fair value of any
asset or liability arising from a contingent consideration
arrangement. Acquisition costs are expensed as incurred.
The Group recognises identifiable assets acquired and
liabilities assumed in a business combination regardless of whether
they have been previously recognised in the acquiree's financial
statements prior to the acquisition. Assets acquired and
liabilities assumed are generally measured at their acquisition
date fair values.
Foreign currency
Items included in the financial statements of the Company are
measured using the currency of the primary economic environment in
which the entity operates - 'the functional currency'. The
functional and presentation currency in these financial statements
is the Great British Pounds (GBP).
Transactions in foreign currencies are translated at the foreign
exchange rate ruling at the date of the transaction (spot exchange
rate). Foreign exchange gains and losses resulting from the
settlement of such transactions and from the re-measurement of
monetary items at year-end exchange rates are recognised in profit
or loss. Non-monetary items measured at historical cost are
translated using the exchange rates at the date of the transaction
and not subsequently retranslated.
Foreign exchange gains and losses are recognised in arriving at
profit before interest and taxation (see Note 5).
Segmental reporting
Operating segments are reported in a manner consistent with the
internal reporting provided to the chief decision-maker. The chief
decision-maker has been identified as the Executive Board, at which
level strategic decisions are made.
An operating segment is a component of the Group;
-- That engages in business activities from which it may earn
revenues and incur expenses,
-- Whose operating results are regularly reviewed by the
entity's chief operating decision maker to make decisions about
resources to be allocated to the segment and assess its
performance, and
-- For which discrete financial information is available.
Revenue
Revenue recognition
Revenue represents income derived from contracts for the
provision of goods and services, over time or at a point in time,
by the Group to customers in exchange for consideration in the
ordinary course of the Group's activities.
Performance Obligations
Upon approval by the parties to a contract, the contract is
assessed to identify each promise to transfer either a distinct
good or service or a series of distinct goods or services that are
substantially the same and have the same pattern of transfer to the
customer. Goods and services are distinct and accounted for as
separate performance obligations in the contract if the customer
can benefit from them either on their own or together with other
resources that are readily available to the customer, and they are
separately identifiable in the contract.
Transaction price
At the start of the contract, the total transaction price is
estimated as the amount of consideration to which the Group expects
to be entitled in exchange for transferring the promised goods and
services to the customer, excluding sales taxes. Variable
consideration, such as price escalation, is included based on the
expected value or most likely amount only to the extent that it is
highly probable that there will not be a reversal in the amount of
the cumulative revenue recognised. The transaction price does not
include estimates of consideration resulting from contract
modifications, such as change orders, until they have been approved
by parties to the contract. The total transaction price is
allocated to the performance obligations identified in the contract
in proportion to their relative stand-alone selling prices. Given
the nature of many of the Group's products and services, which are
designed and/or manufactured under contract to customers'
individual specifications, there are typically no observable
stand-alone selling prices. Instead, stand-alone selling prices are
typically estimated based on expected costs plus contract margin
consistent with the Group's pricing principles.
Whilst payment terms vary from contract to contract, an element
of the transaction price may be received in advance of delivery.
The Group may therefore have contract liabilities depending on the
contracts in existence at a period end. The Group's contracts are
not considered to include significant financing components on the
basis that there is no difference between the consideration and the
cash selling price.
Revenue recognition
Revenue is recognised as performance obligations are satisfied
as control of the goods and services is transferred to the
customer.
For each performance obligation within a contract the Group
determines whether it is satisfied over time or at a point in time.
Performance obligations are satisfied over time if one of the
following criteria is satisfied:
-- The customer simultaneously receives and consumes the
benefits provided by the Group's performance as it performs;
-- The Group's performance creates or enhances an asset that the
customer controls as the asset is created or enhanced; or
-- The Group's performance does not create an asset with an
alternative use to the Group and it has an enforceable right to
payment for performance completed to date.
The Group has determined that most of its contacts satisfy the
overtime criteria, either because the customer simultaneously
receives and consumes the benefits provided by the Group's
performance as it performs, or the Group's performance does not
create an asset with an alternative use to the Group and it has an
enforceable right to payment for performance completed to date. For
each performance obligation recognised over time, the Group
recognises revenue using an input method, based on costs incurred
in the period. Revenue and attributable margin are calculated by
reference to reliable estimates of transaction price and total
expected costs, after making suitable allowances or technical and
other risks. Revenue and associated margin are therefore recognised
progressively as costs are incurred, and as risks have been
mitigated or retired. The Group has determined that this method
appropriately depicts the Group's performance in transferring
control of the goods and services to the customer.
If the overtime criteria for revenue recognition is not met,
revenue is recognised at the point in time that control is
transferred to the customer which is usually when legal title
passes to the customer and the business has the right to
payment.
When it is expected that total contract costs will exceed total
contract revenue, the expected loss is recognised immediately as an
expense.
Operating expenses
Operating expenses are recognised in profit or loss upon
utilisation of the service or at the date of their origin.
Expenditure for warranties is recognised and charged against the
associated provision when the related revenue is recognised.
Certain items have been disclosed as operating exceptional due to
their size and nature and their separate disclosure should enable
better understanding of the financial dynamics.
Interest income and expenses
Interest income and expenses are reported on an accruals basis
using the effective interest method.
Goodwill
Goodwill is stated after separate recognition of identifiable
intangible assets. It is calculated as the excess of the sum of a)
fair value of consideration transferred, b) the recognised amount
of any non-controlling interest in the acquiree and c) acquisition
date fair value of any existing equity interest in the acquiree,
over the acquisition date fair value of identifiable net assets. If
the
fair value of identifiable net assets exceeds the sum calculated
above, the excess amount (i.e., gain on a bargain purchase) is
recognised in profit or loss immediately. Goodwill is carried at
cost less accumulated impairment losses.
Property, plant and equipment
Plant and equipment, office equipment, fixtures and fittings and
motor vehicles are stated at cost less
accumulated depreciation and any recognised impairment loss .
Depreciation is charged so as to write off the cost or valuation
of assets to their residual value over their estimated useful
lives, using the straight-line method, typically at the following
rates. Where certain assets are specific for a long-term contract
and the customer has an obligation to purchase the asset at the end
of the contract they are depreciated in accordance with the
expected disposal / residual value.
Rate
---------------------------- -----------
Freehold buildings 2%
Plant and equipment 7% to 25%
Office equipment, fixtures
& fittings 20% to 33%
Motor vehicles 20%
---------------------------- -----------
Freehold land is not depreciated.
Leases
All leases that fall under IFRS 16 will be recorded on the
balance sheet as liabilities, at the present value of the future
lease payments, along with an asset reflecting the right to use the
asset over the lease term. Rentals payable under operating leases
exempt from IFRS 16 are charged to income on a straight-line basis
over the term of the relevant lease. At inception of a contract,
the Group assesses whether a contract is, or contains, a lease
based on whether the contract conveys the right to control the use
of an identified asset for a period of time in exchange for
consideration.
The Group recognises a right-of-use asset and a corresponding
lease liability at the lease commencement date. The lease liability
is initially measured at the present value of the following lease
payments:
- fixed payments;
- variable payments that are based on index or rate;
- the exercise price of any extension or purchase option if
reasonably certain it can be exercised; and
- penalties for terminating the lease, if relevant.
The lease payments are discounted using the interest rate
implicit in the lease or, if that rate cannot be readily
determined, the Group's incremental borrowing rate for that type of
asset.
The right-of-use assets are initially measured based on initial
amount of the lease liability adjusted for any lease payments made
at or before the commencement date, plus any initial direct costs.
The right-of-use assets are depreciated over the period of the
lease term using the straight-line method. The lease term includes
periods covered by the option to extend, if the Group is reasonably
certain to exercise that option. In addition, right-of-use assets
may during the lease term be reduced by any impairment losses, if
any, or adjusted for certain remeasurements of the lease
liability.
Impairment on non-financial assets
At each reporting date, the Group reviews the carrying amounts
of its non-current assets to determine whether there is any
indication that those assets have suffered an impairment loss. If
any such indication exists, the recoverable amount of the asset is
estimated in order to determine the extent of the impairment loss
(if any). The recoverable amount is the higher of fair value less
costs to sell and value in use. If the recoverable amount of an
asset is estimated to be less than its carrying amount, the
carrying amount of the asset is reduced to its recoverable amount.
An impairment loss is recognised as an expense immediately, unless
the relevant asset is carried at a revalued amount, in which case
the impairment loss is treated as a revaluation decrease. Where an
impairment loss subsequently reverses, the carrying amount of the
asset is increased to the revised estimate of its recoverable
amount, but so that the increased carrying amount does not exceed
the carrying amount that would have been determined had no
impairment loss been recognised for the asset in prior years.
Financial instruments
Financial assets
The Group's financial assets include cash and cash equivalents
and loans and other receivables. All financial assets are
recognised when the Group becomes party to the contractual
provisions of the instrument. All financial assets are initially
recognised at fair value, plus transaction costs. They are
subsequently measured at amortised cost using the effective
interest method, less any impairment losses. Any changes in
carrying value are recognised in the Statement of Comprehensive
Income. Interest and other cash flows resulting from holding
financial assets are recognised in the Statement of Cash Flows when
received, regardless of how the related carrying amount of
financial assets is measured.
The Group recognises a loss allowance for expected losses on
financial assets that are measured at amortised cost including
trade receivables and contract assets. The amount of expected
credit losses is updated at each reporting date to reflect changes
in credit risk since initial recognition.
Cash and cash equivalents comprise cash at bank and deposits and
bank overdrafts. Bank overdrafts are shown within borrowings in
current liabilities unless a legally enforceable right to offset
exists.
The RiverFort sundry debtor is classified at fair value through
profit or loss and is re-measured to fair value at the end of each
reporting period. Gains and losses arising from re-measurement are
taken to profit or loss, as are transaction costs incurred.
Management review at each reporting date the significant
observable inputs and valuation adjustments with respect to the
fair value measurement of the RiverFort debtor. The value of the
Group's shares is observable in an active market as quoted prices
are available hence valuation is within level 1 of the fair value
hierarchy under IFRS 13, Fair value measurement. There were no
changes in either the inputs or the valuation technique in the
year.
Financial liabilities
The Group's financial liabilities comprise trade and other
payables and borrowings. All financial liabilities are recognised
initially at their fair value and subsequently measured at
amortised cost using the effective interest method. Financial
liabilities are derecognised when they are extinguished,
discharged, cancelled or expire.
Convertible loan notes with an option that leads to a
potentially variable number of shares, have been accounted for as a
host debt with an embedded derivative. The embedded derivative is
accounted for at fair value through profit and loss at each
reporting date. The host debt is recognised initially at fair
value, and subsequently measured at amortised cost using the
effective interest method.
Convertible loan notes which can be converted to share capital
at the option of the holder, and where the number of shares to be
issued does not vary with changes in fair value, are considered to
be a compound instrument.
The liability component of a compound instrument is recognised
initially at the fair value of a similar liability that does not
have an equity conversion option. The equity component is
recognised initially at the difference between the fair value of
the compound instrument and fair value of the liability component.
Any directly attributable transaction costs are allocated to the
liability and equity components.
Financial liabilities and equity instruments issued by the Group
are classified according to the substance of the contractual
arrangements entered into and the definitions of a financial
liability and an equity instrument. An equity instrument is any
contract that evidences a residual interest in the assets of the
Group after deducting all of its liabilities.
Investments and loans in subsidiaries
Subsidiary fixed asset investments are valued at cost less
provision for impairment. The Group applies the IFRS 9 simplified
approach to measuring expected credit losses which uses a lifetime
expected loss allowance for all investment and loans in
subsidiaries.
Inventories
Inventories are stated at the lower of cost and net realisable
value. Costs of ordinarily interchangeable items are assigned using
the first in, first out cost formula. Costs principally comprise of
materials and bringing them to their present location. Net
realisable value represents the estimated selling price less all
estimated costs to completion and costs to be incurred in
marketing, selling and distribution.
Taxation
The tax expense represents the sum of the tax currently payable
and deferred tax. Current and deferred tax are recognised as an
expense or income in profit or loss, except in respect of items
dealt with through equity, in which case the tax is also dealt with
through equity.
The tax currently payable is based on taxable profit for the
year. Taxable profit differs from net profit as reported in the
Statement of Comprehensive Income because it excludes items of
income or expense that are taxable or deductible in other years and
it further excludes items that are never taxable or deductible. The
Group's liability for current tax is calculated by using tax rates
that have been enacted or substantively enacted by the balance
sheet date.
Deferred tax is the tax expected to be payable or recoverable on
material differences between the carrying amount of assets and
liabilities in the financial statements and the corresponding tax
bases used in the computation of taxable profit and is accounted
for using the balance sheet liability method. Deferred tax
liabilities are recognised for all taxable temporary differences
and deferred tax assets are recognised to the extent that it is
probable that taxable profits will be available against which
deductible temporary differences can be utilised. Such assets and
liabilities are not recognised if the temporary difference arises
from the initial recognition of goodwill or from the initial
recognition (other than in a business combination) of other assets
and liabilities in a transaction which affects neither the tax
profit not the accounting profit.
Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits held at
call with banks, other short-term highly liquid investments with
original maturities of three months or less, and bank overdrafts.
Bank overdrafts are shown within borrowings in current liabilities
unless a legally enforceable right to offset exists.
Equity, reserves and dividend payments
Share capital represents the nominal value of shares that have
been issued.
The share-based payment reserve represents equity-settled
share-based employee remuneration until such share options are
exercised or lapse. It also includes the equity settled items such
as warrants for services rendered accounted for in accordance with
IFRS 2.
The revaluation reserve within equity comprises gains and losses
due to the revaluation of property, plant and equipment.
Retained earnings include all current and prior period retained
profits and losses.
Dividend distributions payable to equity shareholders are
included in liabilities when the dividends have been approved in a
general meeting prior to the reporting date.
Pensions
The Group operates a defined contribution pension scheme for
employees in the UK and is operating under auto enrolment. Local
labour in Africa benefit from a termination payment on leaving
employment. The expected value of this is accrued on a monthly
basis.
Share-based compensation (Employee Based Benefits)
The Group operates an equity-settled share-based compensation
plan. The fair value of the employee services received in exchange
for the grant of options is recognised as an expense over the
vesting period, based on the Group's estimate of awards that will
eventually vest, with a corresponding increase in equity as a
share-based payment reserve. For plans that include market-based
vesting conditions, the fair value at the date of grant reflects
these conditions and are not subsequently revisited.
Fair value is determined using Black-Scholes option pricing
models. Non-market based vesting conditions are included in
assumptions about the number of options that are expected to vest.
At each reporting date, the number of options that are expected to
vest is estimated. The impact of any revision of original
estimates, if any, is recognised in profit or loss, with a
corresponding adjustment to equity, over the remaining vesting
period.
The proceeds received when vested options are exercised, net of
any directly attributable transaction costs, are credited to share
capital (nominal value) and share premium.
Share-based payments
The Group has two types of share-based payments other than
employee compensation.
Warrants issued for services rendered which are accounted for in
accordance with IFRS 2 recognising either the cost of the service
if it can be reliably measured or the fair value of the warrant
(using Black-Scholes option pricing models).
Warrants issued as part of Share Issues have been determined as
equity instruments under IAS 32. Since the fair value of the shares
issued at the same time is equal to the price paid, these warrants,
by deduction, are considered to have been issued at nil value.
Provisions
Provisions are recognised when the Group has a present legal or
constructive obligation as a result of a past event which it is
probable will result in an outflow of economic benefits that can be
reliably estimated.
SIGNIFICANT MANAGEMENT JUDGEMENTS IN APPLYING ACCOUNTING
POLICIES
The following are significant management judgements in applying
the accounting policies of the Group that have the most significant
effect on the financial statements.
Items included in the financial statements of each of the
Group's entities are measured using the currency of the primary
economic environment in which the entity operates ('the functional
currency'). The Board has judged that because most of the Group's
costs and a substantial part of its sales are situated in the
UK.
Goodwill
Goodwill (note 9) has been tested for impairment by considering
its net present value for the expected income stream in perpetuity
at a discount rate judged to be 5% based on the normal lending rate
we are offered leases at, which management consider is a good
surrogate for cost of capital. It was also established that 20%
(2021: 34%) is the discount rate at which no impairment still would
be needed. The income is assumed to be flat and stable for the
purpose of this test. Goodwill which does not show a net present
value higher than its carrying cost will be impaired.
Deferred tax asset
Deferred tax assets (note 16) are recognised to the extent that
it is probable that taxable profits will be available against which
deductible temporary differences can be utilised. The Directors
have prepared projections for the next five years based on the best
available evidence and have concluded that this deferred tax asset
will be utilised in the future.
Subsidiary intercompany balances
Intercompany balances are stated at full value if the subsidiary
is continuing to trade, and a reasonable projection indicates that
the subsidiary will be able to repay the balance at some time in
the future. Dormant subsidiaries owing money to the group are
therefore fully impaired. The Group will support subsidiaries to
meet their obligations as and when they fall due.
Debtors and Accrued Income
The collectability of debtor balances, which include amounts due
from various projects including Ghana, have been reviewed in depth
by management and the collectability of each debt has been
considered carefully. The outcome of these reviews, as well as a
more general exercise, is that the carrying value of the debtors is
stated at the amount owed less a realistic provision for those
debtors considered to be uncollectable or needing impairment. The
collectability of the debt in relation to Ghana revolves around
agreement with the counterparty over the quantum and the payment
terms due under the contract for services rendered and early
termination. Management have taken a prudent approach to ensure the
carrying value of the amount owed is collectable. The accrued
income has been estimated based solely on the volume of containers
passing through the screening systems. Management believe the final
income figure could be in excess of the amount disclosed in the
financial statements.
Sundry Debtors
The collectability of sundry debtor balances has been reviewed
and considered by the executive team. The carrying value of the
sundry debtor in particular RiverFort has been tested and it is
considered to be fairly stated although there is potential for a
contingent liability as disclosed in Note 25.
The judgements involved in determining the appropriate
classification of the receivable being a financial asset held at
fair value through profit or loss include the asset not being held
for trading investment in an equity instrument that is designated
at fair value through other comprehensive income at initial
recognition. The contractual terms of the sundry debt does not give
rise on specified dates to cash flows that are solely payments of
principal and interest on the principal amount outstanding. The
RiverFort sundry debtor balance is therefore measured at fair value
and any gains and losses recognised in the profit and loss as they
arise.
Revalued freehold property
The freehold property is stated at fair value. A full
revaluation exercise was carried out in December 2020. The fair
value is based on market value, being the estimated amount for
which a property could be exchanged on the date of valuation
between a willing buyer and a willing seller in an arm's length
transaction after proper marketing wherein the parties had each
acted knowledgeably, prudently and without compulsion. The
Directors are of the opinion that the 2020 valuation has not moved
materially since the last valuation was performed. The valuation
was not materially different to the value the asset is recorded at
the balance sheet date.
New standards, amendments and interpretations
The following new standards have been adopted as appropriate and
where required the prior year's figures have been restated.
Onerous Contracts - Cost of Fulfilling a Contract (Amendments to
IAS 37)
The amendments specify that the 'cost of fulfilling' a contract
comprises the 'costs that relate directly to the contract'. Costs
that relate directly to a contract can either be incremental costs
of fulfilling that contract (examples would be direct labour,
materials) or an allocation of other costs that relate directly to
fulfilling contracts (an example would be the allocation of the
depreciation charge for an item of property, plant and equipment
used in fulfilling the contract). This applied for annual reporting
periods beginning on or after 1 January 2022.
Reference to the Conceptual Framework (Amendments to IFRS 3)
The amendments update an outdated reference to the Conceptual
Framework in IFRS 3 without significantly changing the requirements
in the standard. This applied for annual reporting periods
beginning on or after 1 January 2022.
Amendment to IFRS 9 Financial Instruments
The amendment clarifies which fees an entity includes when it
applies the '10 per cent' test in paragraph B3.3.6 of IFRS 9 in
assessing whether to derecognise a financial liability. An entity
includes only fees paid or received between the entity (the
borrower) and the lender, including fees paid or received by either
the entity or the lender on the other's behalf. This applied for
annual reporting periods beginning on or after 1 January 2022.
Property, Plant and Equipment - Proceeds before Intended Use
(Amendments to IAS 16)
The amendments prohibit deducting from the cost of an item of
property, plant and equipment any proceeds from selling items
produced while bringing that asset to the location and condition
necessary for it to be capable of operating in the manner intended
by management. Instead, an entity recognises the proceeds from
selling such items, and the cost of producing those items, in
profit or loss. This will apply for annual reporting periods
beginning on or after 1 January 2022.
New standards, amendments and interpretations adopted early
Income Taxes (Amendments to IAS 12)
This implements a so-called 'comprehensive balance sheet method'
of accounting for income taxes which recognizes both the current
tax consequences of transactions and events and the future tax
consequences of the future recovery or settlement of the carrying
amount of an entity's assets and liabilities. Differences between
the carrying amount and tax base of assets and liabilities, and
carried forward tax losses and credits, are recognized, with
limited exceptions, as deferred tax liabilities or deferred tax
assets, with the latter also being subject to a 'probable profits'
test. The amendments are effective for annual reporting periods
beginning on or after January 1, 2023 but have been adopted
early.
Standards amendments and interpretations in issue not yet
effective
I AS 1 Presentation of Financial Statements
IAS 1 "Presentation of Financial Statements" sets out the
overall requirements for financial statements, including how they
should be structured, the minimum requirements for their content
and overriding concepts such as going concern, the accrual basis of
accounting and the current/non-current distinction. The standard
requires a complete set of financial statements to comprise a
statement of financial position, a statement of profit or loss and
other comprehensive income, a statement of changes in equity and a
statement of cash flows. The amendments are effective for annual
periods beginning on or after January 1, 2023.
IAS 8 Accounting Policies, Changes in Accounting Estimates and
Errors
This standard is applied in selecting and applying accounting
policies, accounting for changes in estimates and reflecting
corrections of prior period errors. The standard requires
compliance with any specific IFRS applying to a transaction, event
or condition, and provides guidance on developing accounting
policies for other items that result in relevant and reliable
information. Changes in accounting policies and corrections of
errors are generally retrospectively accounted for, whereas changes
in accounting estimates are generally accounted for on a
prospective basis. The amendments are effective for annual periods
beginning on or after January 1, 2023.
IFRS 17 Insurance Contracts
IFRS 17 requires insurance liabilities to be measured at a
current fulfilment value and provides a more uniform measurement
and presentation approach for all insurance contracts. These
requirements are designed to achieve the goal of a consistent,
principle-based accounting for insurance contracts. IFRS 17
supersedes IFRS 4 Insurance Contracts as of 1 January 2023. This is
not applicable to the Group.
Classification of Liabilities as Current or Non-Current
(Amendments to IAS 1)
IFRS 3 "Business Combinations" outlines the accounting when an
acquirer obtains control of a business (e.g. an acquisition or
merger). Such business combinations are accounted for using the
'acquisition method', which generally requires assets acquired and
liabilities assumed to be measured at their fair values at the
acquisition date. The amendments aim to promote consistency in
applying the requirements by helping companies determine whether,
in the statement of financial position, debt and other liabilities
with an uncertain settlement date should be classified as current
(due or potentially due to be settled within one year) or
non-current. This will apply for annual reporting periods beginning
on or after 1 January 2023.
Deferred Tax Related to Assets and Liabilities Arising from a
Single Transaction - Amendments to IAS 12
Targeted amendments to IAS 12 Income Taxes clarify how companies
should account for deferred tax on certain transactions - e.g.
leases and decommissioning provisions. The amendments narrow the
scope of the initial recognition exemption (IRE) so that it does
not apply to transactions that give rise to equal and offsetting
temporary differences. As a result, companies will need to
recognise a deferred tax asset and a deferred tax liability for
temporary differences arising on initial recognition of a lease and
a decommissioning provision. This will apply for annual reporting
periods beginning on or after 1 January 2023.
Alternative performance measures (APM)
In the reporting of financial information, the Directors have
adopted the APM ' EBITDA profit from underlying continuing and
discontinued operations (APMs were previously termed 'Non-GAAP
measures'), which is not defined or specified under International
Financial Reporting Standards (IFRS).
The Directors also look at recurring revenue as a key
performance indicator. This is revenue arising from multi-year
contracts.
These measures are not defined by UK-adopted IAS and therefore
may not be directly comparable with other companies' APMs,
including those in the Group's industry.
APMs should be considered in addition to, and are not intended
to be a substitute for, or superior to, UK-adopted IAS
measurements.
Purpose
The Directors believe that the EBITDA APM assists in providing
additional useful information on the underlying trends, performance
and position of the Group. This APM is also used to enhance the
comparability of information between reporting periods and business
units, by adjusting for non-recurring or uncontrollable factors
which affect UK-adopted IAS measures, to aid the user in
understanding the Group's performance.
Consequently, APMs are used by the Directors and management for
performance analysis, planning, reporting and incentive setting
purposes and this remains consistent with the prior year.
The key APM that the Group has focused on is as follows: EBITDA
profit from underlying continuing and discontinued operations' :
This is the headline measure used by management to measure the
Group's performance and is based on operating profit before the
impact of financing costs, share based payment charges,
depreciation, amortisation, impairment charges and exceptional
items. Exceptional items relate to certain costs that derive from
events or transactions that fall within the normal activities of
the Group but which, individually or, if of a similar type, in
aggregate, are excluded by virtue of their size and nature in order
to reflect management's view of the performance of the Group.
3. Segment reporting
Operating segments
The Board considers the Group on a Business Unit basis. Reports
by Business Unit are used by the chief decision-makers in the
Group. The Business Units operating during the year are the two
operating divisions; Services and Technology. This split of
business segments is based on the products and services each
offer.
Managed Services Technology Group Group
and Central Total
2022 GBP'000 GBP'000 GBP'000 GBP'000
Supply of products - 1,815 - 1,815
Supply and installation
contracts - 1,080 - 1,080
Maintenance and services 5,854 338 - 6,192
Training courses 419 22 - 441
Revenue 6,273 3,255 - 9,528
----------------- ----------- -------------
Segmental underlying
EBITDA^ 2,398 81 (2,552) (73)
Depreciation & amortisation (108) (22) (122) (252)
Segment operating
result 2,290 59 (2,674) (325)
Finance cost - - (40) (40)
----------------------------- ----------------- ----------- -------------
Profit/ (loss) before
tax 2,290 59 (2,714) (365)
Income tax benefit
/ (charge) 40 - 314 354
-----------------------------
Profit/(loss) for
the financial year 2,330 59 (2,400) (11)
----------------------------- ----------------- ----------- -------------
Segment assets 4,886 2,543 2,600 10,029
----------------------------- ----------------- ----------- -------------
Segment liabilities 878 1,388 348 2,614
----------------------------- ----------------- ----------- -------------
Capital expenditure 113 1 39 153
----------------------------- ----------------- ----------- -------------
This is an Alternative Performance Measure refer to Note 2 for
further details
Managed Technology Group and Group Total
Services Central
---------------
2021 GBP'000 GBP'000 GBP'000 GBP'000
Supply of products - 1,156 - 1,156
Supply and installation
contracts - 329 - 329
Maintenance and services 4,981 395 - 5,376
Training courses 100 90 - 190
----------------------------- ---------- ----------- ---------------- ---------------
Revenue 5,081 1,970 - 7,051
----------------------------- ---------- ----------- ---------------- ---------------
Segmental underlying
EBITDA 1,106 (365) (2,414) (1,673)
Depreciation & amortisation (97) (9) (138) (244)
----------------------------- ---------- ----------- ---------------- ---------------
Segment operating result 1,009 (374) (2,552) (1,917)
Finance cost - - (3) (3)
----------------------------- ---------- ----------- ---------------- ---------------
Profit/ (loss) before
tax 1,009 (374) (2,555) (1,920)
Income tax benefit
/ (charge) (11) - - (11)
----------------------------- ---------- ----------- ---------------- ---------------
Profit/(loss) for the
financial year 998 (374) (2,555) (1,931)
----------------------------- ---------- ----------- ---------------- ---------------
Segment assets 4,785 1,324 3,213 9,322
----------------------------- ---------- ----------- ---------------- ---------------
Segment liabilities 1,056 378 425 1,859
----------------------------- ---------- ----------- ---------------- ---------------
Capital expenditure 83 1 117 201
----------------------------- ---------- ----------- ---------------- ---------------
Geographical areas
The Group's international business is conducted on a global
scale, with agents present in all major continents. The following
table provides an analysis of the Group's sales by geographical
market, irrespective of the origin of the goods/services.
2022 2021
GBP'000 GBP'000
UK and Europe 2,520 2,161
Africa 6,704 4,296
Middle East 68 122
Rest of World 236 472
Total 9,528 7,051
======== ========
Some of the Group's assets are located outside the United
Kingdom where they are being put to operational use on specific
contracts.
Information about major customers
No single customer contributed more than 10% of the Group
revenue in 2022.
^ This is an Alternative Performance Measure refer to Note 2 for
further details
4. Finance costs
Group Group
2022 2021
GBP'000 GBP'000
Finance cost on lease liabilities (6) (3)
Interest payable on bank and other borrowings (34) -
Total finance costs (40) (3)
======== ========
5. Loss from operations
The following items have been included in arriving at the loss
for the financial year
Group Group
2022 2021
GBP'000 GBP'000
Staff costs (see Note 8) 4,356 4,369
Depreciation of property, plant and equipment 196 166
Amortisation of intangible assets 56 78
Operating lease rentals payable
Short term Leases 158 89
Foreign exchange loss/(gain) 344 132
Auditor's remuneration
Amounts payable in 2022 relate to PKF in respect of audit and
other services. The local Audit in Sierra Leone is performed by
Moore Sierra Leone (both years). The local audit in Ghana was
performed by PKF Ghana in 2021 only.
Audit services Group Group
2022 2021
GBP'000 GBP'000
Statutory audit of parent and consolidated financial
statements 62 46
Review of Interim Results 2 2
- Statutory audit of subsidiaries of the company
pursuant to legislation 20 20
Taxation services including research and development - -
tax credits
-------- --------
Total payable to PKF Littlejohn UK 84 68
Local audit in Sierra Leone - Moore Sierra Leone 19 18
Local audit in Ghana - PKF Ghana - 1
Total fees 103 87
-------- --------
6. Taxation
Analysis of tax charge / (credit) in year
The Finance Act 2020 set the Corporation Tax main rate at 19%
for the financial year beginning 1 April 2020. Deferred taxes at
the balance sheet date have been measured using a 25% tax rate and
reflected in these financial statements .
GBP'000 GBP'000
2022 2021
Current year GBP'000 GBP'000
UK Corporation tax on profits - -
in the year
Potential foreign corporation
tax on profits in the year - 8
Deferred Tax (Note 16)
Foreign entity deferred tax (40) 3
Review of expected utilisation (314) -
of Losses
-------------- --------------
(354) 11
-------------- --------------
Group Group
2022 2021
GBP'000 GBP'000
Reconciliation of effective
tax rate
Loss on ordinary activities before
tax (365) (1,920)
============== ==============
Loss on ordinary activities multiplied
by the standard rate of corporation
tax in the UK of 19% (2021: 19%) (69) (365)
Effects of:
Expenses not deductible for tax
purposes 94 20
Deferred tax movement (Note 16) (355) 3
Release of losses (24) -
Unrecognised losses carried forward - 353
Total tax - credit (354) 11
============== ==============
For further details on Tax refer to Note 16.
7. Employee costs
Employee costs for the Group during the year
Group
2022 2021
GBP'000 GBP'000
Wages and salaries 3,822 4,083
Pension contributions 73 68
Social security
costs 461 359
4,356 4,510
Share based payments - -
4,356 4,510
Job retention
support - (141)
Net Cost 4,356 4,369
==================== ====================
The Group operates a stakeholder pension scheme. The Group made
pension contributions totalling GBP73,000 during the year (2021:
GBP68,000), and pension contributions totalling GBP83,000 were
outstanding at the year-end (2021: GBP15,000).
Details of the Directors' remuneration are included in the
Remuneration Committee Report. Key management within the business
are considered to be the Board of Directors. The total Directors'
remuneration during the year was GBP635,000 (2021: GBP656,000) and
the highest paid director received remuneration totalling
GBP206,000 (2021: GBP196,000).
Average monthly number of people (including Executive Directors)
employed
Group 2022 2021
By function:
Sales 8 10
Operations 212 197
Administration 24 24
Management 12 10
256 241
===== =====
8. Loss per share
Earnings per share is calculated by dividing the earnings
attributable to ordinary shareholders by the weighted average
number of ordinary shares outstanding during the year.
For diluted earnings per share the weighted average number of
ordinary shares in issue is adjusted to assume conversion of all
dilutive potential ordinary shares. Only those outstanding options
that have an exercise price below the average market share price in
the year have been included.
The weighted average number of ordinary shares is calculated as
follows:
2022 2021
'000 '000
Issued ordinary shares
Start of year 330,515 286,528
Effect of shares issued during the year - 23,576
-------- --------
Weighted average basic and diluted number
of shares for year 330,515 310,104
======== ========
2022 2021
GBP'000 GBP'000
Earnings
-------- --------
Loss and total comprehensive expense (11) (1,931)
-------- --------
For the year ended 31 December 2022 and 2021 the issue of
additional shares on exercise of outstanding share options,
convertible loans and warrants would decrease the basic loss per
share and there is therefore no dilutive effect. Loss per share was
0.00p (2021: 0.62p).
9. Goodwill
Group 2022 2021
GBP'000 GBP'000
Gross carrying amount at 1 January 1,377 1,377
Exchange rate movement 1 -
-------------------- --------
Gross carrying amount at 31 December 1,378 1,377
-------------------- --------
Accumulated impairment at 1 January (763) (763)
Impairment charge for the year - -
-------------------- --------
Accumulated impairment at 31 December (763) (763)
-------------------- --------
Carrying amount at 1 January 614 614
Carrying amount at 31 December 615 614
The goodwill balance relates to the acquisition of Longmoor
Security Limited, Keyguard U.K Limited and Euro-Ops SARL. The
movement is because of an exchange rate movement on Euro Ops where
the goodwill is in Euros.
The Group tests goodwill annually for impairment, or more
frequently if there are indications that goodwill may be impaired.
The recoverable amounts of the cash-generating unit are determined
from value in use calculations. The key assumptions are discount
rate (5%) future revenues (assumed as flat) derived from the most
recent 2022 financial budgets approved by management. The
projection assumes that the companies are held in perpetuity. A
discount rate of 20% (2021: 34%) would not result in any impairment
based on management's latest forecast.
No reasonably possible change in any of the estimates and
assumptions used in the impairment test would give rise to a
material impairment.
10. Other intangible assets
Group Website Company
and Software Website
and Software
2022
GBP'000 GBP'000
Cost
At 1 January 2022 400 364
Additions 12 13
At 31 December 2022 412 377
============== ==============
Accumulated amortisation
and impairment
At 1 January 2022 250 244
Charge for the year 56 49
At 31 December 2022 306 293
============== ==============
Net book value at 31 December
2022 106 84
2021
GBP'000 GBP'000
Cost
At 1 January 2021 415 404
Additions 41 6
Disposals (56) (46)
-------------- --------------
At 31 December 2021 400 364
============== ==============
Accumulated amortisation
and impairment
At 1 January 2021 228 217
Charge for the year 78 73
Disposals (56) (46)
-------------- --------------
At 31 December 2021 250 244
============== ==============
Net book value at 31 December
2021 150 120
11. Property, plant and equipment
Group Freehold Plant Office Motor Right Total
property and equipment equipment, vehicles of use
fixtures assets
and fittings
2022 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Cost or
valuation
At 1 January
2022 1,126 768 1,058 109 173 3,234
Additions 5 15 20 - 101 141
Disposals - - - (37) (109) (146)
At 31
December
2022 1,131 783 1,078 72 165 3,229
======================= ================== ========================= =============== ================ ===========
Accumulated depreciation and
impairment
At 1 January
2022 81 557 496 77 128 1,339
Charge for
the year 24 49 59 11 53 196
Disposals - - - (38) (93) (131)
At 31
December
2022 105 606 555 50 88 1,404
======================= ================== ========================= =============== ================ ===========
Net book
value at 31
December
2022 1,026 177 523 22 77 1,825
======================= ================== ========================= =============== ================ ===========
2021 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Cost or
valuation
At 1 January
2021 1,079 766 1,018 78 164 3,105
Additions 47 10 45 34 24 160
Disposals - (8) (5) (3) (15) (31)
Revaluation - - - - - -
At 31
December
2021 1,126 768 1,058 109 173 3,234
======================= ================== ========================= =============== ================ ===========
Accumulated depreciation and
impairment
At 1 January
2021 59 519 451 75 100 1,204
Charge for
the year 22 46 50 5 43 166
Disposals - (8) (5) (3) (15) (31)
At 31
December
2021 81 557 496 77 128 1,339
======================= ================== ========================= =============== ================ ===========
Net book
value at 31
December
2021 1,045 211 562 32 45 1,895
======================= ================== ========================= =============== ================ ===========
Right of use assets (motor vehicles) above have been created in
accordance with IFRS 16. Motor vehicles are leased for certain
employees for lease terms ranging between 3-5 years with fixed
payments. The Group does not purchase or guarantee the future value
of lease vehicles.
The freehold property was valued professionally by White
Commercial, Chartered Surveyors, as at 31 December 2020, which
provided a valuation of GBP1,020,000. The valuation was made on the
basis of recent market transactions on arm's length terms and on an
alternative use basis. The Revaluation Reserve is not available for
distribution to shareholders. The Directors are of the opinion that
the valuation has not moved materially since the last valuation was
performed. The valuation was not materially different to the value
the asset is recorded at the balance sheet date.
Company Freehold Plant Office equipment, Right Total
property and equipment fixtures of use
and fittings assets
2022 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Cost or valuation
At 1 January 2022 1,126 23 237 100 1,486
Additions 4 - 22 - 26
Disposals - - - (76) (76)
At 31 December 2022 1,130 23 259 24 1,436
---------- --------------- ------------------ -------- --------
Accumulated depreciation
and impairment
At 1 January 2022 81 18 184 70 353
Charge for the year 24 1 23 24 72
Disposals - - - (76) (76)
At 31 December 2022 105 19 207 18 349
========== =============== ================== ======== ========
Net book value at 31 December
2022 1,025 4 52 6 1,087
========== =============== ================== ======== ========
2021 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Cost or valuation
At 1 January 2021 1,079 18 202 76 1,375
Additions 47 5 35 24 111
Disposals - - - - -
1,126 23 237 100 1,486
---------- --------------- ------------------ -------- --------
Accumulated depreciation
and impairment
At 1 January 2021 59 16 167 45 287
Charge for the year 22 2 17 25 66
Disposals - - - - -
At 31 December 2021 81 18 184 70 353
========== =============== ================== ======== ========
Net book value at 31 December
2021 1,045 5 53 30 1,133
========== =============== ================== ======== ========
The freehold property was valued professionally by White
Commercial, Chartered Surveyors, as at 31 December 2020, which
provided a valuation of GBP1,020,000. The valuation was made on the
basis of recent market transactions on arm's length terms and on an
alternative use basis. The Directors are of the opinion that the
valuation has not moved materially since the last valuation was
performed. The valuation was not materially different to the value
the asset is recorded at the balance sheet date. The Revaluation
Reserve is not available for distribution to shareholders.
No depreciation has been charged on the freehold land only
building additions have been depreciated. The difference between
the net book value of the total freehold property if depreciation,
at 2%, had been charged as shown in the financial statements is not
materially different to the value the asset is recorded at the
balance sheet date.
The freehold property is stated at valuation, the comparable
historic cost and depreciation values are as follows: This
depreciation is charged on historical cost only.
2022 2021
GBP'000 GBP'000
Historical cost 808 803
Accumulated depreciation
At 1 January 324 308
Charge for the year 16 16
-------------------------- -------- --------
At 31 December 340 324
-------------------------- -------- --------
Net book value as at 31
December 468 479
12. Lease commitments
The Group accounts for operating leases under IFRS 16. There are
some leases of small value or less than one-year duration which
have been charged to expenses as incurred, but the aggregate
commitment of these leases is immaterial.
Right to use assets
2022 2021
At 1 January 106 67
Additions 30 70
Expensed in the
year (47) (31)
As at 31 December 89 106
===== =====
Of which
Current Lease 62 42
Non-Current 27 64
89 106
----- -----
13. Investment in subsidiaries
A ll loans relate to cash movements between Group companies and
are repayable on demand. Loans and other intercompany accounts are
included in the Company's respective current payables or
receivables. This is because they are more in the nature of current
assets and current liabilities than longer term investments.
Company 2022 2021
Investments Investments
Cost GBP'000 GBP'000
At 1 January 389 389
Movement in Year - -
At 31 December 389 389
============ ===================
Accumulated impairment
At 1 January (389) (389)
Movement in Year - -
At 31 December (389) (389)
============ ===================
Investment in subsidiaries - -
------------ -------------------
A sum of GBP9,244,000 (2021: GBP8,463,000) has been recognised
in receivables as intercompany; and GBP630,000 (2021: GBP219,000)
has been recognised in payables as intercompany.
14. Subsidiary undertakings
The subsidiary undertakings at 31 December 2022 were as follows
:
Name Country of incorporation Principal activity % of nominal ordinary share
capital and voting rights
held
---------------------------- -------------------------- ---------------------------- ----------------------------
Advanced security
Westminster International technology, (Technology
Limited England Division) 100
Close protection training
Westminster Services and provision of security
Limited (formerly Longmoor services (Managed
Security Limited) England Services) 100
Managed services of airport
security under long term
Westminster Aviation contracts. (Managed
Security Services Limited England Services) 100
Sovereign Ferries Limited England Dormant 100
Special purpose vehicle
which exists solely for
listing the 2013 CLN on
the CISX. Year end
31 October. Only
Westminster Operating transactions are intra
Limited England group 100
Security and risk
management including
manned guarding, mobile
patrols, risk management
and
Keyguard U.K Limited England K9 services. 100
Security and terminal
Longmoor (SL) Limited Sierra Leone guarding 100
Facilities Operations
Management Limited Sierra Leone Infrastructure management 100
Westminster Sierra Leone Local infrastructure for
Limited * Sierra Leone airport operations 49
Westminster Group GmbH Germany Dormant 100
GLIS Gesellschaft für
Luftfahrt- und
Infrastruktur-Sicherheit
GmbH Germany Managed Services 85
Westminster Sicherheit GmbH Germany Dormant 85
Managed Services
Euro Ops SARL France infrastructure 100
Westminster Maritime
Services Limited # England Dormant 100
CTAC Limited England Dormant 100
Longmoor Security Services
Limited (formerly
Westminster Aviation
Security Services (ME)
Limited) England Dormant 100
Managed services of airport
Westminster Aviation security under long term
Security Services RDC contracts. (Managed
SARLU DRC Services) 100
Managed services of port
security under long term
contracts. (Managed
Westminster Liberia LLC Liberia Services) 100
Subsidiary company registered addresses:
England Westminster House, Blacklocks Hill, Banbury,
Oxfordshire, OX17 2BS, United Kingdom.
Sierra Leone 60 Wellington Street, Freetown, Sierra Leone.
Germany Chiemseestrasse 25, 83233 Bernau am Chiemsee, Germany.
France 17 Route de Sundhoffen, 68280 Andolsheim. France.
DRC Cabinet Lohayo Ngola Patrick, Immeuble Mirlandsis. au No34
du Boulevard Sendwe, Kinshasa DRC.
Liberia Gbaintor Law Firm, Wroto Town. Sinkor, Airfield, Monrovia, Liberia.
* Consolidated due to de facto control. These results do not
have a material effect on the financial statements.
# Westminster Maritime Services Limited was formerly known as
Westminster Facilities Management Limited & Westminster Managed
Services Limited.
15. Financial instruments
Categories of financial assets and liabilities.
The fair value of carrying amounts presented in the Consolidated
and Company statement of financial position relate to the following
categories of assets and liabilities:
Group Group Company Company
2022 2021 2022 2021
GBP'000 GBP'000 GBP'000 GBP'000
Financial assets
Trade and other receivables
(note 18) 5,354 3,606 10,672 9,774
Cash and cash equivalents
(note 19) 289 944 (59) 380
5,643 4,550 10,613 10,154
-------- -------- -------- --------
Financial liabilities
Borrowings (note 22) 27 12 - 5
Trade and other payables
(note 23) 2,507 1,760 999 638
2,534 1,772 999 643
-------- -------- -------- --------
See note 2 for a description of the accounting policies for each
category of financial instruments. The fair values are presented in
this note and are the same as the carrying value. A description of
the Group's risk management and objectives for financial
instruments is given in note 26.
16. Deferred tax assets and liabilities
Deferred tax assets are recognised to the extent that it is
probable that taxable profits will be available against which
deductible temporary differences can be utilised. The Group's
projections show the expectation of future profits, hence in 2018 a
deferred tax asset was recognised. Reviews performed since then,
including as at 31 December 2022, confirmed those expectations.
The tax losses against which this deferred tax asset is being
recognised are in the group's holding company and its principal UK
based subsidiaries. Evidence, both positive and negative, primarily
the Group's projections of future profits have been considered. The
critical judgement has been the timing of new contracts. The
deferred tax asset is expected to be used in the period up to the
end of 2023.
The Group believes it has a total potential deferred tax asset
of GBP4,047,000 (2021: GBP3,396,000). It has recognised a deferred
tax asset of GBP1,308,000 (2021: GBP953,000) due to budgeted future
profits of the business beyond 2022 and the expected tax rate.
There remains GBP2,739,000 (2021: GBP2,443,000) of unrecognised
deferred tax asset.
Deferred tax assets and liabilities have been calculated using
the expected future tax rate of 25% (2021: 19%). Any changes in the
future would affect these amounts proportionately.
2022 2021
GBP'000 GBP'000
Opening b a l ance as at
1 January 953 956
Cr edi t / (debit) to i
n c ome statement 355 (3)
Defe rred tax asset as
a t 31 De c e mb er 1,308 953
======== ========
17. Inventories
Group Group Company Company
2022 2021 2022 2021
GBP'000 GBP'000 GBP'000 GBP'000
Finished goods 485 681 - -
485 681 - -
======== ======== ============== ================
The cost of inventories recognised as an expense within cost of
sales amounted to GBP2,153,000 (2021: GBP1,313,000). No reversal of
previous write-downs was recognised as a reduction of expense in
2022 or 2021.
18. Trade and other receivables
Group Group Company Company
2022 2021 2022 2021
GBP'000 GBP'000 GBP'000 GBP'000
Trade receivables, gross 1,827 1,193 - -
Allowance for credit losses (26) (56) - -
Trade receivables 1,801 1,137 - -
Amounts recoverable on contracts 750 136 - -
Intercompany receivables - - 9,244 8,643
Other receivables 2,211 1,909 1,428 1,131
Financial assets 4,762 3,182 10,672 9,774
-------- -------- -------- --------
Other taxes and social security 15 437 - 46
Prepayments 31 42 11 10
--------
Non-financial assets 46 479 11 56
-------- -------- -------- --------
Trade and other receivables 4,808 3,661 10,683 9,830
-------- -------- -------- --------
Non-Current Receivable 593 424 - -
======== ======== ======== ========
The average credit period taken on sale of goods in 2022 was 30
days (2021: 57 days). An allowance has been made for estimated
credit losses of GBP26,000 (2021: GBP56,000). This allowance has
been based on the knowledge of receivables at the reporting date
together with forecasts of future economic impacts and their
collectability. There are no expected credit losses on amounts
recoverable on contracts.
Expected credit losses on intercompany receivables assume that
repayment of the loan is demanded at the reporting date. If the
subsidiary has sufficient accessible highly liquid assets to repay
the loan if demanded at the reporting date, the expected credit
loss is likely to be immaterial. If the subsidiary could not repay
the loan if demanded at the reporting date, the Group consider the
expected manner of recovery to measure expected credit losses. This
is a 'repay over time' strategy (that allows the subsidiary time to
pay), non-trading subsidiaries will not be able to repay loans over
time and are therefore deemed to be impaired.
Other receivables include a sum of GBP1,118,000 (2021:
GBP1,118,000) due from the RiverFort Equity Placing and Sharing
Agreement. It is expected that it will be recovered from the sale
of shares currently still held by RiverFort. Refer to note 25 on
Contingent Liabilities.
The following table provides an analysis of trade receivables at
31 December. The Group believes that the balances are ultimately
recoverable based upon a review of past payment history and the
current financial status of the customers.
2022 2021
GBP'000 GBP'000
Current 410 619
Not more than 3 months 1,166 379
More than 3 months 251 195
1,827 1,193
======== ===========================
Allowances for Credit Losses 2022 2021
GBP'000 GBP'000
Opening balance at 1 January 56 52
Amounts written off (37) -
Amounts provided 17 37
Currency movement 1 -
Written back (no longer required) (11) (33)
Closing balance at 31 December 26 56
======== ===========================
There are no significant expected credit losses from financial
assets that are neither past due nor impaired.
At 31 December 2022 GBP1,313,000 (2021: GBP574,000) of
receivables were denominated in US dollars, GBP11,000 (2021:
GBP63,000) of receivables were denominated in Euros and GBP 71,000
(2021: GBP269,000) were denominated in Ghanaian Cedi. The Directors
consider that the carrying amount of trade and other receivables
approximates to their fair value.
19. Cash and cash equivalents
Group Group Company Company
2022 2021 2022 2021
GBP'000 GBP'000 GBP'000 GBP'000
Cash at bank and
in hand 289 944 (59) 380
Bank overdraft - - - -
Cash and cash equivalents 289 944 (59) 380
======== ======== ======== ========
All the bank accounts of the Group are set against each other
where a right of offset exists in establishing the cash position of
the Group. The bank overdrafts do not therefore represent bank
borrowings, which is why they are presented as above for the
purposes of the cash flow statement and the statement of financial
position.
20. Called up share capital
Group and Company
The total amount of issued and fully paid shares is as
follows:
Ordinary Share Capital 2022 2021
Number GBP'000 Number GBP'000
At 1 January 330,514,660 331 286,527,511 287
Arising on exercise of share - - 127,500 -
options and warrants
Other issue for cash - - 43,859,649 44
At 31 December 330,514,660 331 330,514,660 331
============ ======== ============== =========
Deferred share capital 2022 2021
Number GBP'000 Number GBP'000
At 1 January - - 161,527,511 15,991
Capital Reduction - - (161,527,511) (15,991)
At 31 December - - - -
============ ======== ============== =========
Total Share Capital 2022 2021
Number GBP'000 Number GBP'000
Ordinary Share Capital 330,514,660 331 330,514,660 331
Deferred share capital - - - -
330,514,660 331 330,514,660 331
============ ======== ============== =========
There were no equity issues in the year.
21. Share options and Warrants
Options outstanding
Options outstanding as at 1
January 2022 9,477,500
Lapsed during the year (785,000)
Options outstanding as at 31
December 2022 8,692,500
====================
The Company adopted the 2007 Share Option Scheme on 3 April 2007
that provides for the granting of both Enterprise Management
Incentives and unapproved share options (Westminster Group
Individual Share Option Agreements). The main terms of the option
scheme are as follows:
-- Although no special conditions apply to the options granted
in 2007, the model form agreement allows the Company to adopt
special conditions to tailor an option for any particular
employee.
-- The scheme is open to all full-time employees and Directors
except those who have a material interest in the Company.
-- For the purposes of this definition, a material interest is
either beneficial ownership of, or the ability to control directly,
or indirectly, more than 30% of the ordinary share capital of the
Company.
-- The Board determines the exercise price of options before
they are granted. It is provided in the scheme rules that options
must be granted at the prevailing market price in the case of EMI
options and must not be granted at an exercise price that is less
than the nominal value of a share.
-- There is a limit that options over unissued shares granted
under the scheme and any discretionary share option scheme or other
option agreement adopted or entered into by the Company must not
exceed 10% of the issued share capital.
-- Options can be exercised on the second anniversary of the
date of grant and may be exercised up to the 10th anniversary of
granting. Options will remain exercisable for a period of 40 days
if the participant is a good leaver.
The Company adopted the 2017 Share Option Scheme on 21 September
2017 that provides for the granting of both Enterprise Management
Incentives and unapproved share options (Westminster Group
Individual Share Option Agreements). The main terms of the option
scheme are as follows:
-- Although no special conditions apply to the options granted
in 2017, the model form agreement allows the Company to adopt
special conditions to tailor an option for any particular
employee.
-- The scheme is open to all full-time employees and Directors
except those who have a material interest in the Company.
-- For the purposes of this definition, a material interest is
either beneficial ownership of, or the ability to control directly,
or indirectly, more than 30% of the ordinary share capital of the
Company.
-- The Board determines the exercise price of options before
they are granted. It is provided in the scheme rules that options
must be granted at the prevailing market price in the case of EMI
options and must not be granted at an exercise price that is less
than the nominal value of a share.
-- There is a limit that options over unissued shares granted
under the scheme and any discretionary share option scheme or other
option agreement adopted or entered into by the Company must not
exceed 10% of the issued share capital.
-- Options can be exercised on the second anniversary of the
date of grant and may be exercised up to the 10th anniversary of
granting. Options will remain exercisable for a period of 40 days
if the participant is a "good leaver".
Options have subsequently been granted on this basis.
These options are valued by the use of the Black-Scholes model
using a volatility of 70%, interest free rate of 0.5%, dividend of
0% and a life of 5 years.
The Company has the following share options outstanding to its
employees (including those on good leaver terms). The weighted
average exercise price at the reporting date was 17.6p (2021:
18.0p). The average life of the unexpired share options was 4.5
years (2021: 5.4 years).
As At 31 December 2022 31 December 2021
Grant date Exercise Number Average 2021 number 2021 average
price GBP outstanding life outstanding outstanding life outstanding
(years) (years)
28 June 2012 0.365 - - 225,000 0.5
01 July 2014 0.510 150,000 1.5 225,000 2.5
10 December
2014 0.285 2,187,500 1.9 2,187,500 2.9
09 October
2015 0.140 40,000 2.8 40,000 3.8
01 June 2018 0.130 5,565,000 5.4 6,050,000 6.4
01 November
2018 0.130 750,000 5.8 750,000 6.8
8,692,500 4.5 9,477,500 5.4
============= ================== ============= ==================
During the year, no employee options were granted (2021: Nil),
none were exercised (2021: none) and 785,000 lapsed (2021:
100,000). The weighted average price of the options lapsed in the
year was 23.4p (2021: 13.0p). The weighted average exercise price
of exercisable options at the end of 2022 was 17.6p (2021
18.0p).
The Black-Scholes option-pricing model is used to determine the
fair value of share options at grant date. The assumptions used to
determine the fair values of share options at grant dates were as
follows:
For share options granted post IPO the expected share price
volatility was determined taking account of the historic daily
share price movements. Since 2009, the standard deviation of the
share price over the past 3 years has been used to calculate
volatility.
The average expected term to exercise used in the models is
based on management's best estimate for the effects of non-
transferability, exercise restrictions and behavioural conditions,
forfeiture and historical experience. The risk-free rate has been
determined from market yields for government gilts with outstanding
terms equal to the average expected term to exercise for each
relevant grant.
Warrants
The Company has historically issued the following warrants,
which are still in force at the balance sheet date:
Date issued Reason for Number of Exercise Life in
issue warrants price pence years
per share
-------------------- ---------- ------------- --------
31 January
2018 Placing Commission 170,455 22.0 5
------------- -------------------- ---------- ------------- --------
22 January
2020 RiverFort EPSA 3,499,222 5.2 4
------------- -------------------- ---------- ------------- --------
The Warrants issued on 31 January 2018 are valued in accordance
with IFRS 2 that is for equity -- settled share -- based payment
transactions, the Company measures the goods or services received,
and the corresponding increase in equity, directly, at the fair
value of the goods or services received, unless that fair value
cannot be estimated reliably. Warrants are recorded at fair value
at inception and are not remeasured.
The Warrants issued with Share Issues on 22 December 2020 have
been determined as equity instruments under IAS 32. Since the fair
value of the shares issued at the same time is equal to the price
paid, these warrants, by deduction, are considered to have been
issued at nil value.
Warrants
The fair value of GBPNil (2021: Nil) for the issue of these
warrants was recognised in the year.
Movement in Warrants
As at 1/1/22 Lapsed Redeemed As at 31/12/22
Placing Commission 170,455 - - 170,455
RiverFort EPSA 3,499,222 - - 3,499,222
Share Issue 24,872,500 (24,872,500) - -
28,542,177 (24,872,500) - 3,669,677
============= ============= ========= ======================
22. Lease Liabilities
Group Group Company Company
2022 2021 2022 2021
GBP'000 GBP'000 GBP'000 GBP'000
Non-current
Non-current lease debt 27 12 - 5
Total non-current lease
liabilities 27 12 - 5
======== ======== ======== ========
Non-current lease debt
As described in Note 12, all leases that fall under IFRS 16 are
recorded on the balance sheet as liabilities, at the present value
of the future lease payments, along with an asset reflecting the
right to use the asset over the lease term. The non-current lease
debt is the part of that debt which falls due after 12 months.
23. Trade and other payables
Current Group Group Company Company
2022 2021 2022 2021
GBP'000 GBP'000 GBP'000 GBP'000
Trade payables 556 509 104 170
Accruals and other creditors 1,757 1,219 260 226
Intercompany payables - - 630 219
Other loans 132 - - -
Finance lease creditor
(IFRS 16) 62 32 5 23
Financial liabilities 2,507 1,760 999 638
-------- -------- -------- --------------
Other taxes and social - - - -
security payable
Contractual liabilities 80 87 - -
Non-financial liabilities 80 87 - -
-------- -------- -------- --------------
Total current trade and
other payables 2,587 1,847 999 638
======== ======== ======== ==============
Shown on the balance sheet
as:
Contractual liabilities 80 87 - -
Trade and other payables 2,507 1,760 999 638
2,587 1,847 999 638
======== ======== ======== ==============
Trade and other payables principally comprise amounts
outstanding for trade purchases and ongoing costs, as well as
payments received in advance on contracts. The average credit
period taken for trade purchases in 2022 was 51 days (2021: 43
days). The Directors consider that the carrying value of trade
payables approximates to their fair value.
Contractual liabilities relate to amounts received from
customers at year-end but not yet earned.
At 31 December 2022 GBP194,000 (2021: GBP160,000) of payables
were denominated in US dollars, GBP85,000 (2021: GBP24,000) were
denominated in Euros, GBP4,000 (2021: GBP21,000) were denominated
in Ghanaian Cedi and GBP39,000 (2021: GBP23,000) were denominated
in Sierra Leone Leones.
24. Cash flow adjustments and changes in working capital
The following non-cash flow adjustments and adjustments for
changes in working capital have been made to loss before taxation
to arrive at operating cash flow:
Group 2022 2021
GBP'000 GBP'000
Adjustments:
Depreciation, amortisation and impairment
of non-financial assets 252 244
Finance costs 40 (3)
Movement in right to use assets (30) -
(Profit) / loss on disposal of non-financial (4) -
assets
Non-cash finance cost (6) -
Increase in Deferred Tax Asset - 3
Total adjustments 252 244
-------- --------
Net changes in working capital: 2022 2021
Total Total
GBP'000 GBP'000
Decrease in inventories 196 92
Increase in trade and other receivables (1,147) (1,223)
(Increase)/decrease in long term receivables (169) 60
Decrease in contract liabilities (7) (13)
Increase / (decrease) in trade and other
payables 558 (548)
Total changes in working capital (569) (1,632)
-------- --------
Company Company Restated
Company
2022 2021
GBP'000 GBP'000
Adjustments:
Depreciation, amortisation and impairment
of non-financial assets 121 139
Finance costs - 1
Total adjustments 121 140
----------------- ---------
Net changes in working capital:
Increase in trade and other receivables (853) (683)
Increase/(decrease) in trade and other
payables 360 (608)
Total changes in working capital (493) (1,291)
================= =========
25. Contingent assets and contingent liabilities
In 2020, the company received a GBP1.5m mezzanine loan under the
RiverFort EPSA. At the same time under the EPSA the company issued
14m shares at 12.5p to RiverFort and booked a sundry debt of
GBP1.75m. The loan was to be repaid and the sundry debt settled by
RiverFort selling down the shares, with share sales taking place
throughout 2020 at an average price of 9 pence per share. The
balance of the mezzanine loan was however fully repaid in cash by
the Company in December 2020. Following repayment of the loan the
remaining shares owned by RiverFort were held to Westminster's
order. As at the 31 December 2022 there remained 4,300,696 shares
still to be sold and a residual sundry debt relating to those
shares. Had the shares been sold at the end of 2022 there would
have been a book loss of GBP1,041,000 (2021: GBP985,000) on this
debt. However, the shares are still held and there is no reason or
expectation they will be sold until the Company's share price is
favourable. Management expects the future prospects set out in the
"Current Trading & Business Outlook" section of the Chief
Executive Officers report to create a share price that would be
sufficient to allow the Company to release the shares for sale
creating revenue and eradicating the sundry debt. In order to
recover the debt, the share price at sale would need to be 26p.
In February 2022, Clydesdale Bank PLC trading as Yorkshire Bank
offered the Group an overdraft and other banking facilities. As a
condition of these facilities the Company entered into a
multilateral charge and guarantee in respect of bank overdrafts and
other facilities of all companies within the Group.
26. Financial risk management
The Group is exposed to various risks in relation to financial
assets and liabilities. The main types of risk are foreign currency
risk, interest rate risk, credit risk and liquidity risk.
The Group's risk management is closely controlled by the Board
and focuses on actively securing the Group's short to medium term
cash flows by minimising the exposure to financial markets. The
Group does not actively trade in financial assets for speculative
purposes, nor does it write options. The most significant financial
risks are currency risk and interest rate risk.
Foreign currency sensitivity
The Group operates internationally and is exposed to foreign
exchange risk arising from various currency exposures, primarily
with respect to the Euro (EUR) and US dollar (USD) but also the
Sierra Leone New Leone (SLE) and Ghanaian Cedi (GHS). The Group's
policy is to match the currency of the order with the principal
currency of the supply of the equipment. Where it is not possible
to match those foreign currencies, the Group might consider hedging
exchange risk through a variety of hedging instruments such as
forward rate agreements, although no such transactions have ever
been entered into.
Group Short-term Short-term Short-term Short-term
exposure exposure exposure exposure
USD EUR SLL GHS
GBP'000 GBP'000 GBP'000 GBP'000
----------------------- ----------- ----------- ----------- -----------
31 December 2022
Financial assets 1,313 11 - 71
Financial liabilities (194) (85) (39) (4)
Total exposure 1,119 (74) (39) 67
----------------------- ----------- ----------- ----------- -----------
31 December 2021
Financial assets 574 63 - 269
Financial liabilities (160) (24) (23) (21)
Total exposure 414 39 (23) 248
----------------------- ----------- ----------- ----------- -----------
If the US dollar were to depreciate by 10% relative to its year
end rate, this would cause a loss of profits in 2022 of GBP124,000
(2021: GBP46,000 Loss).
If the Euro were to depreciate by 10% relative to its year end
rate, this would cause gain 0f profits in 2022 of GBP8,000 (2021:
GBP4,000 Loss).
If the Sierra Leonean Leone were to depreciate by 10% relative
to its year end rate, this would cause a gain of profits in 2022 of
GBP4,000 (2021: GBP3,000 Gain).
If the Ghanaian Cedi were to depreciate by 10% relative to its
year end rate, this would cause a loss of profits in 2022 of
GBP7,000 (2021: GBP28,000 Loss).
Exposures to foreign exchange rates vary during the year
depending on the volume of overseas transactions. Nonetheless, the
analysis above is considered to be representative of the Group's
exposure to currency risk. Foreign currency denominated financial
assets and liabilities are immaterial for the Company.
Interest rate sensitivity
There were no material borrowings in 2022. Interest on the cash
holdings of the Group and lease debt noted in note 22 are both not
material and also has fixed interest rates. Therefore, no
calculation of interest rate sensitivity has been undertaken.
Credit risk analysis
Credit risk refers to the risk that a counterparty will default
on its contractual obligations resulting in financial loss to the
Group. The Group has adopted a policy of only dealing with
creditworthy counterparties and where possible working on a "cash
with order".
The Group has a credit policy in place and the exposure to
credit risk is monitored on an ongoing basis. Credit evaluations
are performed on all customers requiring credit over a certain
amount. In the case of material sales transactions, the Group
usually demands an initial deposit from customers and generally
seeks to ensure that the balance of funds is secured by way of a
letter of credit or similar instruments.
None of the Group's financial assets are secured by collateral
or other credit enhancements. Details of allowance for credit
losses are shown in note 18 of these financial statements.
The Company has investments in and amounts owing from subsidiary
companies. The amounts owing are held at fair value. For loans that
are repayable on demand, expected credit losses are based on the
assumption that repayment of the loan is demanded at the reporting
date. If the subsidiary has sufficient accessible highly liquid
assets in order to repay the loan if demanded at the reporting
date, the expected credit loss is likely to be immaterial. If it
does not, then an impairment will be considered.
Liquidity risk analysis
Ultimate responsibility for liquidity risk management rests with
the Board of Directors, which has established an appropriate
liquidity risk management framework for the management of the
Group's short, medium and long-term funding and liquidity
management requirements. The Group manages its liquidity needs by
monitoring scheduled debt repayments for long term financial
liabilities as well as forecast cash flows due in day-to-day
business. Net cash requirements are compared to borrowing
facilities in order to determine headroom or any shortfalls. This
analysis shows if available borrowing facilities are expected to be
sufficient over the outlook period.
As at 31 December 2022, the Group's financial liabilities have
contractual maturities (including interest payments, where
applicable) as summarised below:
2022 2021
Group Current 6 to Non-current Current 6 to Non-current
(within 12 months (1-5 years) (within 12 months (1-5 years)
6 months) 6 months)
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Trade and other
payables 2,587 - - 1,760 - -
----------- =========== ============= ----------- =========== =============
Total 2,587 - - 1,760 - -
=========== =========== ============= =========== =========== =============
Company Current 6 to Non-current Current 6 to Non-current
(within 12 months (1-5 years) (within 12 months (1-5 years)
6 months) 6 months)
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Trade and other
payables 999 - - 638 - -
=========== =========== ============= =========== =========== =============
Total 999 - - 638 - -
=========== =========== ============= =========== =========== =============
27. Related Party Transactions
Balances and transactions between the Company and its
subsidiaries, which are related parties, are listed below:
Balance Movement Balance Movement Balance
at 31 December in Year at 31 December in Year at 31 December
2020 2021 2021 2022 2022
Westminster International
Limited 2,329 (2,202) 127 (713) (586)
Westminster Services
Limited (formerly
Longmoor Security
Limited) - - - 62 62
Westminster Aviation
Security Services
Limited 3,979 783 4,762 (1,432) 3,330
Sovereign Ferries
Limited 45 503 548 (2) 546
Westminster Operating
Limited (2,398) 2,224 (174) 2,075 1,901
Keyguard U.K Limited - 332 332 (10) 322
Longmoor (SL) Limited - (24) (24) 2 (22)
Facilities Operations
Management Limited 192 1,307 1,499 24 1,523
Westminster Sierra - - - - -
Leone Limited *
Westminster Group
GMBH 795 393 1,188 133 1,321
GLIS Gesellschaft - - - - -
für Luftfahrt-
und
Infrastruktur-Sicherheit
GmbH
Westminster Sicherheit - - - - -
GMBH
Euro Ops SARL 187 187 51 238
Westminster Maritime
Services Limited 1,310 (1,331) (21) - (21)
Longmoor Security - - - - -
Services Limited
(formerly Westminster
Aviation Security
Services (ME) Limited)
Westminster International - - - - -
(Ghana) Limited
6,252 2,172 8,424 190 8,614
======================== ========================= ========================= ========================= ========================
In the year to 31 December 2022 fees and expenses of GBP2,640
(2021: GBP1,320) plus VAT were accrued to Graham Binns Consulting
Limited, a Limited Liability Partnership under the control of Major
General (Rtd) Graham Binns. On the 31 December 2022 Graham Binns
Consulting Limited was owed GBPnil (2021: GBP1,584 including
VAT).
Certain members of the Fowler family, other than directors, have
been employed by the Group on normal arms-length terms for between
13 and 25 years. Their remuneration, in aggregate, for the year
ended 31 December 2022 was GBP176,718 (2021: GBP183,448).
In July 2022 Westminster International (Ghana) Limited (WIG),
was sold for GBP1 to Mawuli Ababio. WIG was surplus to requirements
and had never actually traded because the operations are dealt with
direct to the UK. However, having a company, which is wholly
Ghanaian owned, as a subcontractor to facilitate certain aspects of
the operations in Ghana gave potential logistical benefits. In the
year to 31 December 2022 fees and expenses of GBP nil (2021: GBP
Nil) plus VAT were accrued to Westminster International (Ghana)
Limited, a Limited Liability Company under the control of Mawuli
Ababio. On the 31 December 2022 Westminster International (Ghana)
Limited was owed GBP nil (2021: GBP Nil).
28. Events after the Reporting Period
On 13 January 2023 the Company granted a total of 16,700,000
share options over ordinary shares of 0.1p each in the Company with
an exercise price of 1.95p pence per Ordinary Share under the
Company's 2017 Share Option Scheme. The options 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 also
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.
The Share Options have been granted to Directors of the Company
as follows:
Name Position Type of option No. of Exercise Date of
award Share Options Price vesting
awarded
Sir Tony 13 January
Baldry Chairman Unapproved 1,500,000 1.95p 2025
--------------- -------------------- --------------- --------- -----------
13 January
Peter Fowler CEO EMI - Tax approved 3,500,000 1.95p 2025
--------------- -------------------- --------------- --------- -----------
13 January
Mark Hughes CFO EMI - Tax approved 1,500,000 1.95p 2025
--------------- -------------------- --------------- --------- -----------
13 January
Stuart Fowler COO EMI - Tax 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
--------------- -------------------- --------------- --------- -----------
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.
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END
FR FLFIDEFILVIV
(END) Dow Jones Newswires
June 01, 2023 02:00 ET (06:00 GMT)
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