REG - Westminster Group - Grant of share options

WestminsterAnnouncement

13/01/2023 07:00

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RNS Number : 6016M  Westminster Group PLC  13 January 2023

 

 

Westminster Group Plc

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

 

 Grant of share options under the 2017 Share Option Scheme

 

Westminster Group Plc (AIM: WSG), a leading supplier of managed services and
technology-based security solutions, announces that the Company has granted a
total of 16,700,000 share options over ordinary shares of 0.1p each ("Ordinary
Shares") in the Company with an exercise price of 1.95p pence per Ordinary
Share (being the closing middle market price of an Ordinary Share on 12
January 2023). The new share options have been awarded under the Company's
2017 Share Option Scheme to the Directors listed below, plus certain UK based
and overseas employees (together, the "Share Options").

 

Each award (regardless of whether granted as an Enterprise Management
Incentive (EMI) award or a non-tax advantaged 'unapproved' award) will, save
for a change of control in the Company, 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 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,
which represents over 250% of the exercise price.

 

The Company has not awarded any standard annual option grants to Directors,
PDMRs or employees since 2018. Furthermore, 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.

 

The Share Options have been granted to Directors of the Company as follows:

 

 Name             Position                   Type of option award  No. of Share Options awarded  Exercise Price  Date of vesting
 Sir Tony Baldry  Chairman                   Unapproved            1,500,000                     1.95p           13 January 2025
 Peter Fowler     CEO                        EMI - Tax approved    3,500,000                     1.95p           13 January 2025
 Mark Hughes      CFO                        EMI - Tax approved    1,500,000                     1.95p           13 January 2025
 Stuart Fowler    Group Operations Director  EMI - Tax approved    1,500,000                     1.95p           13 January 2025
 Mawuli Ababio    Non-executive director     Unapproved            250,000                       1.95p           13 January 2025
 Simon Barrell    Non-executive director     Unapproved            250,000                       1.95p           13 January 2025
 Graham Binns     Non-executive director     Unapproved            250,000                       1.95p           13 January 2025

 

The remaining 7,950,000 Share Options have been granted to 47 employees, both
UK and overseas based.

 

Share Options in issue

 

Following the grant of the Share Options, and lapsing of options detailed
further above, there is a total of 18,611,250 director and employee share
options outstanding, representing approximately 5.6% of the current issued
share capital of the Company.

 

The notification below, made in accordance with the requirements of the Market
Abuse Regulation, provides further detail.

Notification and public disclosure of transactions by persons discharging
managerial responsibilities and persons closely associated with them.

  1.   Details of the person discharging managerial responsibilities / person closely
       associated
 a)    Names                                                        Sir Tony Baldry, Executive Chairman

                                                                    Peter Fowler, Chief Executive Officer

                                                                    Mark Hughes, Chief Financial Officer

                                                                    Stuart Fowler, Operations Director

                                                                    Mawuli Ababio, Director

                                                                    Simon Barrell, Director

                                                                    Graham Binns, Director

                                                                    Roger Worrall, Company Secretary (PDMR)

                                                                    Patricia Fowler, employee and PCA with Peter Fowler

                                                                    Heidi Fowler, employee and PCA with Stuart Fowler
 2.    Reason for the Notification
 a)    Position/status                                              See 1(a) above for positions - classified as PDMRs of the Company or PCAs
 b)    Initial notification/ Amendment                              Initial Notification
 3.    Details of the issuer, emission allowance market participant, auction
       platform, auctioneer or auction monitor
 a)    Name                                                         Westminster Group Plc
 b)    LEI                                                          213800LU5SW6Q8RDVQ64

 4.    Details of the transaction(s): section to be repeated for (i) each type of
       instrument; (ii) each type of transaction; (iii) each date; and (iv) each
       place where transactions have been conducted
 a)    Description of the Financial instrument, type of instrument  Options over Ordinary Shares

       Identification code                                          GB00B1XLC220
 b)    Nature of the transaction                                    Grant of Options
 c)    Price(s) and volume(s)                                       Price: n/a

                                                                    Volumes:

                                                                    Sir Tony Baldry, 1,500,000 Options

                                                                    Peter Fowler, 3,500,000 Options

                                                                    Mark Hughes, 1,500,000 Options

                                                                    Stuart Fowler, 1,500,000 Options

                                                                    Mawuli Ababio, 250,000 Options

                                                                    Simon Barrell, 250,000 Options

                                                                    Graham Binns, 250,000 Options

                                                                    Roger Worrall, 1,500,000 Options

                                                                    Patricia Fowler, 200,000 Options

                                                                    Heidi Fowler, 200,000 Options
 d)    Aggregated information:

       ·      Aggregated volume

       ·      Price                                                 Volume: 10,650,000

                                                                    Price: n/a

 e)    Date of the transaction

                                                                    13 January 2023
 f)    Place of the transaction

                                                                    Outside a trading venue

 

 

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

 Arden Partners plc (Broker)                                020 7614 5900

 Ruari McGirr (Corporate)

 Tim Dainton/Simon Johnson (Broking)

 Walbrook (Investor Relations)
 Tom Cooper                                                 020 7933 8780
 Paul Vann
 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, 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.

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, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE
PUBLIC DOMAIN.

 

 

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