Cancellation of Admission to Trading on AIM

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 [e-mail]

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

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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