REG - Westminster Group - £1.5m Convertible Loan Note Agreement

WestminsterAnnouncement

01/07/2024 07:45

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RNS Number : 5520U  Westminster Group PLC  01 July 2024

1 July 2021

 

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')

 

£1.5m Convertible Loan Note Agreement

Westminster Group Plc (AIM: WSG), a leading supplier of managed services and
technology-based security solutions worldwide, is pleased to announce that it
has entered into an agreement for a Convertible Loan Note ("CLN") facility
with Pantheon A Family Office Limited (the "Lender") to raise up to £1.5
million for ongoing specific contract financing and working capital.

 

Under the terms of CLN, which has a term of three years (the "Term"), the
Company will issue 10 £100k freely transferable notes to draw down £1
million immediately, with a further £500k available at the Company's request
and Lender's discretion. The Company will pay a 10% coupon per annum, payable
monthly on funds drawn down, but with an initial six-month deferment of
interest payments. The Lender has the right to convert the principal amount of
the notes into ordinary shares of 0.1p each in the capital of Westminster
("Ordinary Shares"), in multiples of £100k at any time after 12 months from
drawdown, at a fixed conversion price of 3p per share (representing a premium
of approximately 22.45% to the middle-market closing price on 28 June 2024),
subject to orderly market arrangements on any subsequent disposals.

 

The value of outstanding CLNs will be secured by a debenture subordinate to
any charge created by the Company's UK lending banks. Any outstanding CLNs at
the end of the Term will be repaid in cash. The CLN contains market standard
terms and covenants for such a project financing facility linked to the
financing of specific projects. Upon conversion the Lender will enter into a
Management Agreement with the Company under which the Lender agrees to support
reasonable recommendations and decisions of the Board and if there are any
outstanding CLNs the Company has agreed not to issue further new Ordinary
Shares without the Lender's approval, with such approval not to be
unreasonably withheld.

 

The Company was advised on the transaction by Pantheon International Advisors
("Pantheon") and under the terms of its engagement, Pantheon will receive a
cash commission fee of 6% of funds drawn down under the facility, deferred for
six-months. Pantheon will also receive 1 million warrants over Ordinary Shares
with an exercise price of 10p each for a term of three years.

 

Peter Fowler, Chief Executive of Westminster, said:

 

"We have previously announced that the Company had engaged with specialist
corporate advisors to secure project-based debt capital to assist in the
delivery of the Company's opportunities and contract awards. I am delighted,
therefore, to secure this funding from the investor concerned who has been
extremely supportive of Westminster's business model and shares the board's
belief in the Company's growth prospects."

 

For further information please contact:

 

 Strand Hanson Limited (Financial & Nominated Adviser)
 James Harris                                                 020 7409 3494
 Ritchie Balmer

 Richard Johnson

 Zeus Capital Limited (Broker)                                020 3829 5000

 Louisa Waddell

 Simon Johnson

 Walbrook (Investor Relations)
 Tom Cooper                                                   020 7933 8780
 Joe Walker
 Nick Rome                                                    Westminster@walbrookpr.com (mailto: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 (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
(http://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.

 

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