TIDMWSG
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 No. of Exercise Date of vesting
option award Share Options Price
awarded
Sir Tony 13 January
Baldry Chairman Unapproved 1,500,000 1.95p 2025
------------------ --------------- --------------- --------- ----------------
EMI - Tax 13 January
Peter Fowler CEO approved 3,500,000 1.95p 2025
------------------ --------------- --------------- --------- ----------------
EMI - Tax 13 January
Mark Hughes CFO approved 1,500,000 1.95p 2025
------------------ --------------- --------------- --------- ----------------
Group Operations EMI - Tax 13 January
Stuart Fowler Director approved 1,500,000 1.95p 2025
------------------ --------------- --------------- --------- ----------------
Non-executive 13 January
Mawuli Ababio director Unapproved 250,000 1.95p 2025
------------------ --------------- --------------- --------- ----------------
Non-executive 13 January
Simon Barrell director Unapproved 250,000 1.95p 2025
------------------ --------------- --------------- --------- ----------------
Non-executive 13 January
Graham Binns director Unapproved 250,000 1.95p 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.
Details of the person discharging managerial responsibilities
1. / 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 Options over Ordinary Shares
instrument, type of instrument
-------------------------------- ------------------------------------------
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 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
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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END
DSHEANFAFFPDEFA
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January 13, 2023 02:00 ET (07:00 GMT)
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