REG - Westminster Group - Cancellation of Admission to Trading on AIM

WestminsterAnnouncement

30/04/2026 07:02

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RNS Number : 4736C  Westminster Group PLC  30 April 2026

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

30 April 2026

Westminster Group Plc

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

Update to Shareholders regarding Cancellation of Admission to Trading on AIM

Further to the Company's recent announcement on 31 March 2026 regarding the
resignation of its nominated adviser, the Company wishes to provide
shareholders with an update on its current situation, strategic considerations
by the board of directors of the Company (the "Board") and additional
information regarding the consequences of such considerations.

Following due and careful consideration by the Board, a new nominated adviser
will not be appointed and as such, the cancellation of the admission of the
Company's ordinary shares ("Ordinary Shares") to trading on AIM will
automatically become effective from 7:00am on 1 May 2026 (the "Cancellation").

The Board has considered the options available to the Company, including the
appointment of a replacement nominated adviser. In doing so, the Board took
into account a number of factors, including, inter alia:

·                 the costs and management time associated
with maintaining an AIM admission;

·                 the limited practical benefit to the
Company and its stakeholders of maintaining admission in the Company's current
circumstances;

·                 the requirement to retain a nominated
adviser in order to maintain admission to trading on AIM or voluntarily cancel
admission to trading on AIM under AIM Rule 41; and

·                 the limited time available to appoint and
onboard a new nominated adviser ahead of the date of the Cancellation given
the due diligence requirements of new nominated advisers, the accounts not
expected to be finalised until May as advised in the Trading Update published
on 31 March 2026 and the requirement to appoint new non-executive directors
with the required criteria and approval by any new nominated adviser.

Having regard to those factors, the Board concluded that, following various
discussions with potential nominated advisors and other advisors, appointing a
replacement nominated adviser would not be achievable in the regulatory
timeframe under the AIM Rules. The Board is considering a variety of options
as a result of the Cancellation, including a listing on an alternative
exchange and the provision of a trading platform or matched bargain
facility.  However, there can be no certainty that any of these options will
materialise in the future.

The Company issued a Trading Update on 31 March 2026 outlining the challenges,
including in relation to important fundraising discussions which are currently
in progress, together with the significant opportunities for the business. In
dealing with these challenges and given the significant opportunities ahead,
the Board is optimistic for the Company's future and intends to build on this
by undertaking a strategic review of the business that could in time lead to
the Company relisting on an alternative exchange or trading platform, raising
new capital, undertaking strategic acquisitions or entering into new joint
ventures. Further information will be communicated to shareholders at the
appropriate time.

The Board would like to provide shareholders with additional information in
relation to the consequences of the Cancellation.  In addition to the
information below, a Q&A page for shareholders is expected to be posted on
the Company's website shortly after the publication of this announcement at
www.wsg-corporate.com.

Effects of the Cancellation

It is noted that the Ordinary Shares are currently suspended from trading on
AIM.  The Cancellation will become effective at 7:00 a.m. on 1 May 2026. The
principal effects of the Cancellation are detailed further below:

·                 there would no longer be a formal market
mechanism enabling Shareholders to trade their shares through AIM and the
Ordinary Shares may be more difficult to sell compared to shares of companies
traded on AIM (or any other recognised market or trading exchange);

·                 the regulatory and financial reporting
regime applicable to companies whose shares are admitted to trading on AIM
will no longer apply;

·                 shareholders will no longer be afforded the
protections given by the AIM Rules for Companies, such as the requirement to
be notified of certain material developments or events (including substantial
transactions, financing transactions, related party transactions and certain
acquisitions and disposals) and the separate requirement to seek shareholder
approval for certain other corporate events such as reverse takeovers or
fundamental changes in the Company's business;

·                 the levels of disclosure and corporate
governance within the Company may not be as stringent as for a company quoted
on AIM. However, the Company will continue to be subject to the Companies Act
2006 and other applicable laws and regulations;

·                 the Company will no longer be required to
publicly disclose any change in major shareholdings in the Company under the
AIM Rules for Companies;

·                 the Company will no longer be subject to
the UK MAR regulating inside information and other matters;

·                 whilst the Company's CREST facility will
remain in place post the Cancellation, the Company's CREST facility may be
cancelled in the future and, although the Ordinary Shares will remain
transferable, they may cease to be transferable through CREST (in which case,
Shareholders who hold Ordinary Shares in CREST will receive share
certificates);

·                 there will be no formal market and quote
and, consequently, it may be more difficult for Shareholders to determine the
market value of their investment in the Company at any given time;

·                 the Ordinary Shares will cease to be
eligible to be held in an individual savings account ("ISA") following the
Cancellation becoming effective in accordance with the AIM Rules for
Companies; and

·                 the Cancellation may have taxation or other
commercial consequences for Shareholders. Shareholders are advised to consult
their own professional independent tax adviser in relation to their own tax
position.

 

The above considerations are not exhaustive, and Shareholders should seek
their own independent advice when assessing the likely impact of the
Cancellation on them.

Shareholders should also note that the Takeover Code will continue to apply to
the Company following the Cancellation and Shareholders will remain entitled
to the protections afforded to them by the Takeover Code until the second
anniversary of the Cancellation.

The Company recognises that the Cancellation will reduce the liquidity of its
shares. There can be no certainty that any alternative trading facility or
matched bargain arrangement will be made available following the Cancellation.
The Company is considering what steps, if any, may be appropriate to assist
shareholders in the future and will update shareholders as and when
appropriate.

For further information please contact:

Westminster Group Plc                                 Media enquiries via Walbrook PR
 Peter Fowler - Chief Executive Officer and Chairman
 Mark Hughes - Chief Financial Officer

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

 

 

Notes:

 

The Westminster Group Plc is a global integrated security services group,
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.

 

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 (NGOs) and
blue-chip commercial organisations.

 

The Westminster Group Foundation is part of the Group's Corporate Social
Responsibility activities. www.wg-foundation.org
(https://protect.checkpoint.com/v2/r02/___http:/www.wg-foundation.org/___.YzJlOndlc3RtaW5zdGVyZ3JvdXBwbGM6YzpvZmZpY2UzNjVfZW1haWxzX2F0dGFjaG1lbnQ6YzQxODBmODg5MWM0N2QwNzVmYjVlNTAyNTBjYjU4MmM6NzpiZDI4OjYzNmEwMWMwNjA3N2Y0YTgzOWMzZDdjNDg5MDM1Mzg4OWU1ODg1M2UyYzkxMmE0MjljYjc0MjllZGE1NzU4NTk6cDpUOkY)

 

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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