Westminster : Issue of Debt

Westminster Group Plc:

Issue of Convertible Unsecured Loan Notes

Westminster Group Plc ('Westminster', the 'Group' or the 'Company'), the AIM listed supplier of managed services and technology based security solutions to governments and government agencies, non-governmental organisations (NGO's) and blue chip commercial organisations worldwide, is pleased to announce that it has signed agreements for the issuance of £1.2m of Convertible Unsecured Loan Notes ('CULN' or the 'Loan Notes') to support expansion programs with additional financial resources.

Background to the Issue

The Company has previously announced it is in advanced discussions regarding a large scale long term Middle East airport security project which had expanded with a substantial incremental requirement being negotiated as a separate contract. The Company also recently announced that it was progressing another large scale airport security project in Asia for which it secured a Memorandum of Understanding in February 2015. Both these projects continue to progress well. The Company expects to make further announcements on these two opportunities in due course.

The size and complexity of these projects, the Middle East airport project in particular, has necessitated extensive pre contract expenditure around professional and preparation costs including the establishment of an office in mainland Europe. The proceeds of the CULN issue are to support working capital requirements around this, the anticipated initial post contract spend as well as for general corporate purposes. The Company, supported by its institutional investors, has determined that funding by way of loan notes at this time is the most beneficial and potentially less dilutive means of financing such expenditure.

Details of the Loan Notes

The Loan Notes have been issued to Darwin Capital Limited ('Darwin'). The CULN is unsecured, has a zero coupon attached and will be divided into 48 individual notes with a par value of £25,000 each ('Par Value').

For each £25,000 loan note issued, Westminster will receive 90% of the Par Value, equivalent to £22,500per individual loan note. No conversions can take place before 1 January 2017 and there are certain limitations on conversions throughout the duration of the Loan Notes which are redeemable by 31 December 2017. The Company may redeem these Loan Notes at Par Value at any point.

The Loan Notes are convertible at Darwin's election into new ordinary shares of 10p each in Westminster ('Ordinary Shares') at the conversion price, being the lesser of 65 pence per new Ordinary Share or 90% of the arithmetic average of the five lowest daily volume weighted average share price per Ordinary Share out of the ten trading days prior to conversion. In addition to the other redemption rights the Loan Notes are redeemable in the event of a change of control or the occurrence of an event of default in cash at 110% of the Par Value.

Darwin has also been issued with detachable warrants (vested immediately) to subscribe for 1,100,000 new Ordinary Shares at an exercise price of 28 pence per new Ordinary Share. The warrants can be exercised over a three year period from the date of this announcement.

If the Loan Notes were fully converted at the mid-market closing price of 21.75p on 21 November 2016, they would represent 6.0% of the Group's enlarged capital.

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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 ferry services, 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. For further information please visit www.wsg-corporate.com