Westminster Group PLC – Extension to CLN and Results Update

Westminster Group PLC – Extension to CLN and Results Update

Westminster Group Plc (AIM: WSG), a leading supplier of managed services and technology-based security solutions worldwide is pleased to announce that it has agreed with noteholders to extend the maturity date of its Convertible Secured Loan Note to 30 June 2020.

Variation of Convertible Secured Loan Note: 

The Company’s £4m CLN facility, initially issued on 19 June 2013, was further extended on 25 May 2018 with an annual coupon of 12% until 30 June 2019 and thereafter, if not paid down, an annual coupon of 15% until the final maturity date of 31 December 2019 with a conversion price of 25p per share. The current outstanding principal stands at £2.245m. 

Whilst the Company plans to repay the CLN at the earliest opportunity, the extension until 30 June 2020 announced today gives the Company the flexibility for a strategic and planned paydown of the CLN, at a time of its choosing, to avoid adversely affecting the Group’s business activities.

Under the terms of the CLN extension, the conversion price on any unredeemed or unconverted CLN will be 15p per share until 30 September 2019, 12.5p per share from 1 October 2019 until 31 December 2019, and 10p per share from 1 January 2020 until the new maturity date of 30 June 2020. The annual coupon payable on any unredeemed or unconverted CLN amount will be 15% from 1 April 2019 until 30 June 2020. The terms have also been amended so that the Company may redeem the CLN holding in whole or in part at any time without restriction or penalty. 

All other terms of the CLN remain unchanged. The CLNs are listed on The International Stock Exchange (TISE), formerly the Channel Islands Securities Exchange. 

Results Update: 

The Company will issue its Annual Results for the 12 months to 31 December 2018 on Friday 24 May 2019.

The Annual Results will report that the Group made strong progress in 2018 with a 24% year on year increase in revenues to £6.7m, an increase of £1.3m on the £5.4m reported for 2017, resulting in an expected significantly improved EBITDA loss of £378,000 (2017: loss of £1,234,000). These results were achieved despite the delay in recognising turnover relating to the Middle East screening project related to shipping delays over the holiday period which, upon review, has resulted in a higher level of turnover becoming recognised in Q1 2019 than was originally expected at the time of the Company’s trading update of 29 January 2019 (“Trading Update”).  

The Company’s EBITDA result is still subject to the collection of an old and sizeable long-term debt, previously written off, referred to in the Trading Update, which is now potentially recoverable and being actively pursued. If received before the results, which is less likely now given the timescale, it would create a positive 2018 EBITDA, however if it is collected post the results date it will be recognised in the 2019 results.

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