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) Ruari McGirr (Corporate) Tim Dainton/Simon Johnson (Broking) |
020 7614 5900 |
| |
|
| Walbrook (Investor Relations) | |
| Tom Cooper | 020 7933 8780 |
| Paul Vann | |
| Nick Rome |
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.
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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