TIDMWSL
RNS Number : 6019H
Worldsec Ld
13 March 2018
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION, RELEASE OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR
INTO THE UNITED STATES OF AMERICA, AUSTRALIA, NEW ZEALAND, CANADA,
THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN
WHICH IT WOULD BE UNLAWFUL TO DO SO
This announcement is not an offer of securities for sale, or an
offer to buy or subscribe for, directly or indirectly, securities
to any person in the United States of America or any other
jurisdiction, including in or into Australia, New Zealand, Canada,
the Republic of South Africa and Japan or any other jurisdiction in
which such offer or solicitation is unlawful. This announcement is
an advertisement and not a prospectus (or prospectus equivalent
document). A prospectus in connection with the open offer and
subsequent placings ( together, the "Issues") and the admission of
the new ordinary shares of US$0.001 each in the Company ("New
Ordinary Shares") to be issued pursuant to the Issues to listing on
the premium listing segment of the Official List of the Financial
Conduct Authority ("FCA") and to trading on the Main Market for
listed securities of London Stock Exchange plc (together,
"Admission") has been published by Worldsec Limited ("Worldsec" or
the "Company" and, together with its subsidiaries, the "Group"). A
copy of the Prospectus will shortly be available on the Company's
website (www.Worldsec.com) and be available for viewing at the
National Storage Mechanism at
https://www.morningstar.co.uk/uk/NSM.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
13 March 2018
Worldsec Limited
("Worldsec" or "the Company")
Underwritten Open Offer to raise US$4.2 million at a price of
US$0.15 per New Ordinary Share
Worldsec announces an open offer to raise gross proceeds of
US$4.2 million at a price of US$0.15 per Open Offer Share. All
Qualifying Shareholders will be given the opportunity to subscribe
for an aggregate of 28,367,290 Open Offer Shares on the basis of 1
Open Offer Share for every 2 Existing Shares held at the Record
Date.
All of the Directors who currently hold Ordinary Shares have
undertaken to take up in full their entitlements under the Open
Offer in respect of a total of 9,950,801 Ordinary Shares and the
balance of 18,416,489 Open Offer Shares being offered pursuant to
the Open Offer is being underwritten by Henry Cheong (Deputy
Chairman of the Company) in his personal capacity.
Highlights
-- Open Offer to raise gross proceeds of US$4.2 million at a
price of US$0.15 per Open Offer Share.
-- Qualifying Shareholders have the opportunity to apply for
28,367,290 Open Offer Shares at the Open Offer Price under their
Open Offer Entitlements on the basis of 1 Open Offer Share for
every 2 Existing Shares held by them.
-- The net proceeds of the Open Offer will strengthen the
Company's capital base in order to better position the Group to
further the development and expansion of its investment
portfolio.
-- Subsequent Placings of up to 100,000,000 additional
Subsequent Placing Shares within the next 12 months. The Company
may issue Subsequent Placing Shares as all or part consideration on
the acquisition of shares in investee companies.
-- Admission of the Open Offer Shares to the Official List and
to trading on the London Stock Exchange's main market is expected
to take place on 4 April 2018.
For further information,
please contact:
Worldsec Limited
Henry Cheong, Deputy Chairman Hong Kong Tel: +852
2868 9217
Smith & Williamson Corporate
Finance Limited
("Smith & Williamson")
Azhic Basirov, David Jones UK Tel: +44 (0)20 7131
4000
Background to and reasons for the Open Offer
In 2013, the Board determined that the future direction of the
Group lay in investing in small and medium sized businesses based
mainly in Greater China and South East Asia and raised
approximately US$4.3 million of new equity capital in order to
facilitate the creation of the new business.
Since that time, the Company has invested most of the funds
raised in 2013. Given the persistently low interest rate
environment in recent years that has been conducive to asset price
appreciation, the Company has continued to face challenges in
identifying quality deals that would provide attractive returns
while meeting its investment criteria. The relatively small size of
the Company, which in turn limits the amount of funds available for
each investment, further narrows the availability of investment
opportunities for the Group.
In this challenging environment, the Company has therefore
decided to raise fresh capital to strengthen its capital base in
order to better position the Group to further the development and
expansion of its investment portfolio. Accordingly the Company has
decided to offer existing Shareholders the opportunity to invest
via the Open Offer, which has been underwritten by Henry Cheong,
and is being made to Qualifying Shareholders pro rata to their
existing holdings.
Structure of the Issues
The New Shares, when issued and fully paid, will rank pari passu
in all respects with the existing Ordinary Shares in issue at the
relevant date, including the right to receive dividends or
distributions made, paid or declared after the date of their
issue.
The Issues will involve the following:
Open Offer
Subject to the conditions to the Open Offer being satisfied,
Qualifying Shareholders will be offered the
opportunity to subscribe for Open Offer Shares at a price of
US$0.15 per Open Offer Share on the basis of:
1 Open Offer Share for every 2 Existing Shares held.
All of the Directors who currently hold Ordinary Shares, Henry
Cheong, Alastair Gunn-Forbes and Ernest She, have undertaken to
take up in full their entitlements under the Open Offer in respect
of a total of 9,950,801 Ordinary Shares and the balance of
18,416,489 New Shares being offered pursuant to the Open Offer is
being underwritten by Henry Cheong in his personal capacity. In
addition, Henry Cheong has undertaken to the Company that,
following the completion of the Open Offer, if necessary he will
sell sufficient Ordinary Shares to ensure that the percentage of
Ordinary Shares in public hands does not fall below 25 per cent.
(or such lower percentage as the FCA may permit) as a result of the
Open Offer.
Subsequent Placings
Where there is sufficient investor demand and the Directors
believe that it is in the best interests of the Company and
Shareholders, the Company intends to carry out Subsequent Placings.
The Subsequent Placings comprise up to 100 million Subsequent
Placing Shares (representing 118 per cent. of the Company's issued
ordinary share capital following the completion of the Open Offer).
The Subsequent Placing Shares will be issued at a price to be
determined by reference to the mid-market price at the time of
agreeing the placing of the Subsequent Placing Shares. The
Subsequent Placings Price will not be at a discount greater than 10
per cent. of that mid-market price.
In the context of Subsequent Placings, the Company has been in
recent discussions with a potential corporate investor about
participating in a placing of around 50 million Ordinary Shares at
the Open Offer Price. There can be no certainty or assurance as to
whether such an investment may or may not occur nor, if it were to
occur, as to its timing, quantum or terms.
Use of proceeds
The Directors will invest the net proceeds of the Open Offer,
estimated to amount to approximately US$3.6 million, in accordance
with the Investment Policy. The Prospectus is valid for a period of
up to 12 months from its date of publication. During this period,
the Company may, at the discretion of the Directors and subject to
appropriate Shareholder authority being in place, issue up to 100
million new Ordinary Shares in one or more tranches under the
Subsequent Placings in addition to the Open Offer Shares, (i)
otherwise than for cash, as all or part consideration on the
acquisition of shares in investee companies and/or (ii) for cash to
be invested in accordance with the Investment Policy.
Current investment portfolio
ayondo Holding AG
In 2015 the Group acquired 3,300 shares in ayondo Holding AG
("Ayondo") for a cash consideration of CHF320,100 and in 2016 the
Group acquired an additional 1,650 shares for a cash consideration
of CHF160,050 (the Group's total equity interest in Ayondo is less
than one per cent.). Ayondo is the holding company of a financial
technology group and is incorporated in Switzerland with
subsidiaries authorised and regulated by the FCA and the Federal
Financial Supervisory Authority ("BaFin") in Germany specialising
in social trading in contracts-for-differences and spread betting.
The Ayondo group has recently secured a portfolio management
licence under BaFin enabling its clients to tailor social trading
activities with their overall investment strategies. Ayondo is
seeking a listing through an initial public offering on Catalist,
the sponsor-supervised board of the Singapore Stock Exchange.
Velocity Mobile Limited
In 2016 the Group acquired 195,991 shares in Velocity Mobile
Limited ("Velocity") for a total cash consideration of GBP337,120
(the Group's total equity interest in Velocity is less than one per
cent.). Velocity is a company incorporated in England and Wales.
The Velocity group and offers a mobile application to consumers to
discover and make real-time reservations and settle bills at
premier restaurants. In addition, a product of the Velocity group
launched in 2016, 'Velocity Black', is a one-stop chat-based
conversational commerce engine targeted at high value consumers for
the mobile-to-offline lifestyle applications with special emphasis
in the areas of restaurant, travel, and hotel bookings and payment.
The Velocity group is also in the process of launching another new
product, a globally connected customer relationship management
system for its restaurant partners, and plans to expand its
geographic coverage to include a number of Asian and Middle East
cities.
ICBC Specialised Ship Leasing Investment Fund
In 2014 the Group acquired an 8 per cent. interest in the
non-voting participating share capital of ICBC Specialised Ship
Leasing Investment Fund (the "ICBC Shipping Fund") for a total cash
consideration of US$800,000. The ICBC Shipping Fund is incorporated
in the Cayman Islands with the objective of achieving stable return
from investing primarily in marine vessels. The Group's investment
in the ICBC Shipping Fund continued to provide a stable return
through monthly dividends generating an unaudited revenue of
US$48,000 in the first half of 2017.
Oasis Education Group Limited
In 2014 the Group acquired a 50 per cent. equity interest in
Oasis Education Group Limited ("Oasis") for a capital contribution
of HK$2 million and a shareholder loan of HK$2 million. Oasis is an
early-stage company incorporated in Hong Kong and is principally
engaged, through a wholly-owned subsidiary in Shenzhen, in the
provision of education consulting and support services to
kindergartens in China. The first such kindergarten serviced by the
Oasis group is located in Huizhou City of Guangdong Province (the
"Huizhou Kindergarten"). The service agreement between the Oasis
group and the Huizhou Kindergarten, which has facilities designed
to cater for 300 pupils and which commenced classes in 2015, will
run until the end of 2033. Under the consulting and support
services provided by the Oasis group, the Huizhou Kindergarten
reached a milestone in July 2017 with its first graduation of 34
pupils. For the academic term which commenced in September 2017, 59
new pupils enrolled bringing the total number of enrolment to 191.
The Oasis group aims in the longer term to develop and expand the
education consulting and supporting services to cover a network of
kindergartens in China.
Current trading and prospects
With the differing pace of the advanced economies in moving
towards monetary policy normalisation, the uncertainty surrounding
Britain's negotiations to exit the European Union, the uncertainty
surrounding the policies of President Trump in the United States,
the ongoing structural reforms in China, and the geopolitical
tension in Asia and the Middle East, the investment climate around
the world has been uncertain. But under an era of persistently low
interest rates, stock markets have mostly been buoyant and asset
valuations are considered by many to be inflated. This has made the
investment environment challenging for private equity investment.
Nonetheless, to better position the Group for long term growth, the
Company has been actively exploring various alternatives with a
view to raising fresh capital in order to strengthen its capital
base to meet future opportunities: this has led to the Open
Offer.
Prospectus
The Prospectus is expected to be posted to Qualifying
Shareholders shortly.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Date 2018
Record Date for entitlement under the 6.00 p.m.
Open Offer on 12 March
Announcement of the Open Offer 13 March
Publication and posting of Prospectus 13 March
and Application Form
Ex-Entitlement date for the Open Offer 14 March
Open Offer Entitlements credited to 15 March
CREST stock accounts of Qualifying
CREST Shareholders
Recommended latest time for requesting 4.30 p.m.
withdrawal of Open Offer Entitlements on 23 March
from CREST
Latest time for depositing Open Offer 3.00 p.m.
Entitlements into CREST on 26 March
Latest time and date for splitting 3.00 p.m.
Application Forms (to satisfy bona on 27 March
fide market claims only)
Latest time for receipt of completed 11.00 a.m.
Application Forms and payment in full on 29 March
under the Open Offer or settlement
of relevant CREST instructions (as
appropriate)
Results of the Open Offer announced 3 April
through a Regulatory Information Service
Admission and commencement of dealings 4 April
in Open Offer Shares, fully paid, on
the London Stock Exchange
CREST accounts credited with uncertificated 4 April
Ordinary Shares
Where applicable, definitive share 9 April
certificates despatched by post in
the week commencing
(1) Each of the times and dates set out in the
above timetable of principal events and mentioned
elsewhere in this announcement may be adjusted
by the Company with the agreement of Smith
& Williamson Corporate Finance Limited and
Dickson Minto W.S., in which event details
of the new times and dates will be notified
to the FCA, the London Stock Exchange and,
where appropriate, Qualifying Shareholders.
(2) All references to times in this timetable
are to London times unless otherwise stated.
Cautionary note regarding forward-looking statements
This Announcement contains certain forward-looking statements
which may include reference to one or more of the following: the
Company's financial condition, results of operations, cash flows,
dividends, financing plans, business strategies, operating
efficiencies or synergies, budgets, capital and other expenditure,
competitive positions, plans and objectives of management and other
matters. These forward-looking statements can be identified by the
use of forward-looking terminology, including the terms "believes",
"estimates", "anticipates", "expects", "intends", "plans",
"annualised", "goal", "target", "aim", "may", "will", "would",
"could" or "should" or (in each case, their negative or other
variations or comparable terminology). Statements in this
announcement that are not historical facts are hereby identified as
"forward-looking statements". Such forward-looking statements,
including, without limitation, those relating to future business
prospects, revenue, capital needs, expected cost savings, interest
costs and income, in each case relating to the Company, wherever
they occur in this announcement, are not necessarily based on
assumptions reflecting the views of Worldsec and involve a number
of known and unknown risks, uncertainties and other factors that
could cause actual results, performance or achievements to differ
materially from those expressed or implied by the forward-looking
statements. Such forward-looking statements should, therefore, be
considered in the light of various important factors. Important
factors that could cause actual results to differ materially from
estimates or projections contained in the forward-looking
statements include, without limitation: economic and business
cycles, the terms and conditions of Worldsec's financing
arrangements, including fluctuations in interest rates, foreign
currency rate fluctuations, competition in Worldsec's and its
investee companies' principal markets, acquisitions or disposals of
businesses or assets by Worldsec and trends in Worldsec's and its
investee companies' principal industries and markets.
These forward-looking statements are not intended to give any
assurances in respect of the future performance of Worldsec. Except
as required by the Listing Rules, the Disclosure and Transparency
Rules, the Prospectus Rules and any law, Worldsec does not have any
obligation to update or revise publicly any forward-looking
statements, whether as a result of new information, further events
or otherwise. Except as required by the Listing Rules, the
Disclosure and Transparency Rules, the Prospectus Rules, FSMA or
any law, Worldsec expressly disclaims any obligation or undertaking
to release publicly any updates or revisions to any forward-looking
statements contained herein to reflect any change in Worldsec's
expectations with regard thereto or any change in events,
conditions or circumstances on which any such statement is based.
In light of these risks, uncertainties and assumptions, the
forward-looking statements discussed in this announcement might not
occur.
Important Notice
This Announcement does not contain or constitute an offer of, or
the solicitation of an offer to buy, or subscribe for, the New
Shares or any other securities to any person in Australia, Canada,
Japan or South Africa, or the United States or in any jurisdiction
to whom or in which such offer or solicitation is unlawful. Subject
to certain exceptions, the securities referred to herein may not be
offered or sold in Australia, Canada, Japan or South Africa or to,
or for the account or benefit of, any national, resident or citizen
of Australia, Canada, Japan or South Africa. The offer and sale of
the securities referred to herein has not been and will not be
registered under the US Securities Act or under the applicable
securities laws of Australia, Canada, Japan or South Africa. The
availability of the Open Offer to persons not resident in the
United Kingdom may be affected by the laws of the relevant
jurisdictions. Such persons should inform themselves about and
observe any application requirements.
The New Shares have not been and will not be registered under
the US Securities Act or under the securities laws of any state or
other jurisdiction of the United States or under any securities
laws of Australia, Canada, Japan or South Africa or any other
jurisdiction where to do so would be unlawful and may not be
offered, sold, taken up, exercised, resold, renounced, transferred
or delivered, directly or indirectly, within the United States, or
within any of Australia, Canada, Japan or South Africa or any other
jurisdiction where to do so would be unlawful. There will be no
public offer of the New Shares in the United States.
The distribution of this Announcement and the offering of the
New Shares in jurisdictions other than the United Kingdom may be
restricted by law. No action has been taken by the Company or Smith
& Williamson that would permit an offering of such shares or
possession or distribution of this Announcement or any other
offering or publicity material relating to such shares in any
jurisdiction where action for that purpose is required. Persons
into whose possession this Announcement comes are required by the
Company and Smith & Williamson to inform themselves about, and
to observe, any such restrictions. Any failure to comply with these
restrictions may constitute a violation of the securities laws of
any such jurisdiction.
This Announcement is for information only and does not
constitute or form part of any offer or invitation to issue,
acquire or dispose of any securities or investment advice in any
jurisdiction.
This Announcement has been issued by and is the sole
responsibility of the Company. No representation or warranty,
express or implied is, or will be made as to, or in relation to,
and no responsibility or liability is, or will be, accepted by
Smith & Williamson or by any of their affiliates or agents as
to, or in relation to, the accuracy or completeness of this
Announcement or any other written or oral information made
available to or publicly available to any interested party or its
advisers, and any liability therefore is expressly disclaimed.
Smith & Williamson Corporate Finance Limited, which is
authorised and regulated in the United Kingdom by the Financial
Conduct Authority, has been appointed to act as financial adviser
to the Company in connection with the Issues. Dickson Minto W.S.,
which is authorised and regulated in the United Kingdom by the
Financial Conduct Authority, has been appointed to act as sponsor
and UK solicitor to the Company in connection with the Issues.
Persons viewing this announcement should note that, in connection
with the Issues, Smith & Williamson Corporate Finance Limited
and Dickson Minto W.S. are acting exclusively for the Company and
no one else. Apart from the responsibilities and liabilities, if
any, which may be imposed on Smith & Williamson Corporate
Finance Limited and/or Dickson Minto W.S. by FSMA, Smith &
Williamson Corporate Finance Limited and/or Dickson Minto W.S. will
not be responsible to anyone other than the Company for providing
the protections afforded to clients of Smith & Williamson
Corporate Finance Limited and Dickson Minto W.S. or for advising
any other person on the transactions and arrangements described in
this announcement. No representation or warranty, express or
implied, is made by Smith & Williamson Corporate Finance
Limited and/or Dickson Minto W.S. as to any of the contents of this
announcement for which the Company and the Directors are solely
responsible. Neither Smith & Williamson Corporate Finance
Limited nor Dickson Minto W.S. has authorised the contents of, or
any part of, this announcement and (without limiting the statutory
rights of any person to whom this announcement is issued) no
liability whatsoever is accepted by Smith & Williamson
Corporate Finance Limited and/or Dickson Minto W.S. for the
accuracy of any information or opinions contained in this
announcement or for the omission of any material information, for
which the Company and the Directors are solely responsible.
Accordingly, Smith & Williamson Corporate Finance Limited and
Dickson Minto W.S. disclaim (to the extent permitted by law) any
liability which they might otherwise have in respect of any of the
information or opinions contained in this announcement, whether
arising in tort, contract or otherwise.
Capitalised terms used and not otherwise defined in this
announcement have the meaning given to them in the Prospectus.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCUOVSRWVAOAAR
(END) Dow Jones Newswires
March 13, 2018 10:58 ET (14:58 GMT)
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