Subscription to Raise £500k & Issue of Warrants

1 November 2024

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN ARTICLE 7 OF THE MARKET ABUSE REGULATION NO. 596/2014 ("MAR") WHICH IS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, SUCH INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN

Westminster Group Plc

('Westminster', the 'Group' or the 'Company')

Subscription to Raise £500,000 and Issue of Warrants

Total Voting Rights

Westminster Group Plc (AIM: WSG), a leading supplier of managed services and technology-based security solutions worldwide, is pleased to announce it has agreed to issue Pantheon A Family Office Limited ('Pantheon') 20,833,333 new ordinary shares of 0.1p each ('Ordinary Shares') (the 'Subscription Shares') at a price equal to the current mid-market price of 2.4p per Subscription Share to raise £500,000 before expenses (the 'Subscription'), together with the issue of warrants.

The net proceeds of the Subscription will be utilised for working capital purposes.

Following the Subscription, Patheon will be interested in 24,833,333 Ordinary Shares, representing 7.1% of the Company's enlarged share capital. As announced on 1 July 2024, the Company entered into a Convertible Loan Note facility with Pantheon, of which Westminster has drawn down £1 million with a further £500k available at the Company's request and Pantheon's discretion.

Admission and Total Voting Rights

Application will be made for the Subscription Shares, which will rank pari passu with the Company's existing issued Ordinary Shares, to be admitted to trading on AIM ('Admission') once funds have been received pursuant to the Subscription.  It is expected that Admission will become effective and that dealings in the Subscription Shares on AIM will commence at 8:00 a.m. on or around 11 November 2024.

In accordance with the Financial Conduct Authority's Disclosure Guidance and Transparency Rules ('DTRs'), the Company hereby announces that following Admission of the Subscription Shares, it will have 351,347,993 Ordinary Shares in issue, none of which are held in treasury. Therefore, following Admission the total number of voting rights in the Company will be 351,347,993, which may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the DTRs.

Warrants

The Company has also issued Patheon with 500,000 warrants over Ordinary Shares, exercisable at a price of 10p per share, valid for three years from the date of issue. 

Commenting on the Subscription, Peter Fowler, Chief Executive of Westminster, said:

"I am delighted that our strategic investor, Pantheon A Family Office, has increased their holding in the Company. They have invested without discount and have agreed to be issued warrants with a 10p exercise price, being over four times the current market price, which indicates their belief and confidence in the future growth of the business."

For further information please contact:

Notes:

Westminster Group Plc is a specialist security and services group operating worldwide via an extensive international network of agents and offices in over 50 countries.

Westminster's principal activity is the design, supply and ongoing support of advanced technology security solutions, encompassing a wide range of surveillance, detection (including Fever Detection), tracking and interception technologies and the provision of long-term managed services contracts such as the management and running of complete security services and solutions in airports, ports and other such facilities together with the provision of manpower, consultancy and training services. The majority of its customer base, by value, comprises governments and government agencies, non-governmental organisations (NGO's) and blue-chip commercial organisations.

The Westminster Group Foundation 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.